Clark's Challenge
by jilldavis1
Summary: Now complete. This is a story about Clark helping to care for the greatgranddaughter of his elderly neighbor.
1. Chapter 1

**Disclaimer: I own none of these characters. They are the property of the WB and producers of the Smallville series. **

**Clark's Challenge**

If a person had to pick one word to describe Martha Kent, that word would be – Giving. She was the most selfless woman in Smallville. In addition to her tireless attention to her husband and son, she also volunteered for numerous charities and organizations around town. One of her favorites was taking her homegrown vegetables and canned goods to elderly farmers. These were people who could certainly have food delivered from any number of grocery stores in town, and sometimes did. But ask any one of them and they would tell you that the store bought vegetables just weren't the same. Most missed the days when they could walk out into the cornfield and pluck a couple of ears for supper to eat with the tomatoes and greens picked the day before. Martha understood how they felt. She liked nothing better than serving her family a dinner that was grown 100 right on the Kent farm.

In addition to bringing these folks food, Martha brought them something they were even more desperately starved for – company. In most cases, she was the only person they saw all week, except for the mailman, and even he didn't always have cause to stop as most of them no longer had friends or family to correspond with. Martha often took Clark with her, partly to help with carrying the heavier baskets, but also because the older people seemed to get such enjoyment out of having a young person around.

Clark didn't mind. In fact, if truth be told, he lapped up the attention. The old women openly doted on him and the old men entertained him with endless stories of their own youth. By the time Clark was a freshman at Central Kansas, he made sure he kept two afternoons a week open to continue the visits on his own. It made him feel good to know he was able to make someone's lonely life a little brighter by just stopping by.

The one except to the lonely elderly that Martha and Clark visited was Mrs. Lipton. She was a 76-year-old woman who lived two farms over from the Kent's and she had known Jonathan all of his life.

It was Mrs. Lipton's house that Jonathan and his friends had egged the Halloween he was 13. It was Mrs. Lipton's apple tree that he climbed and swiped fruit from on his way home from school. It was Mrs. Lipton who chased him out of her barn with a rake the night he took Leslie Snider there to make out. And it was Mrs. Lipton who gently carried him to his house the afternoon when he was 7 that he fell out of her apple tree and broke his arm.

In recent years, Mrs. Lipton had taken in her great-granddaughter, whose mother had died two years ago in a car accident. Mrs. Lipton's own daughter, Phoebe, had married well and was living in Metropolis and had not been eager to alter her life to include a four-year-old. Her lack of concern for anyone's needs other than her own was undoubtedly the reason her 16 year old daughter had gotten pregnant in the first place. So, with no other family available, Mrs. Lipton offered to raise the child.

It was an adjustment for the older woman to suddenly have an energetic little girl around the house again, but she welcomed the companionship. The child enjoyed having an entire farm to roam and explore and she adored her great-grandmother, whom she called Gram. It was good for both of them.

So, while Mrs. Lipton had plenty of youthful company, there was something else that Clark was able to help her with. At 76, Mrs. Lipton was still very active. She cooked three meals a day, kept a spotless house, and lovingly cared for her great-granddaughter, Lexie. Unfortunately, what she wasn't really equipped for was bike riding, tree climbing, swimming in the lake, or any number of activities that would appeal to an active six-year-old child. That's where Clark came in. He would come by every Thursday just to spend some time with Lexie. Sort of the Smallville version of the Big Brother Organization.

Lexie looked forward to his weekly visits more than anything. She was waiting at the end of the long driveway every Thursday when he showed up. She helped him unload the vegetables and then he let her choose whatever activity she wanted to do. Currently, they were working on building a tree house in the large maple tree in the back yard. It was really coming along. They already had a floor and were ready to start putting up the walls.

This particular Thursday, Mrs. Lipton had made Clark promise to come inside for some freshly made lemonade and cookies before he left. He happily agreed to do so. Mrs. Lipton made the best lemonade he had ever tasted. It was better than his mom's, though he would never admit that to Martha!

As he and Lexie entered the kitchen, Clark could tell instantly that something wasn't right. The refrigerator door was open and there was smoke rolling out of the oven. Clark quickly took the pan of cookies out of the oven and dumped them in the sink.

"Gram!" he heard Lexie cry out.

He turned around and saw the little girl standing over her grandmother, who had collapsed on the floor behind the table.

Two hours later, the doctor finally came into the lobby where Clark waited with Lexie, now joined by Jonathan and Martha.

"She's had a stroke," he informed them. "I think she'll recover, but it could take a while. I'm having her admitted here for now. She'll eventually need rehab and therapy. For that, she'll have to be moved to another facility. Do you know if anyone has contacted her family?"

Martha stepped forward. "I found her daughter's number in her address book. I called her but…"

"Yes, Phoebe and I grew up together," the doctor said, not bothering to mask his apparent dislike for Mrs. Lipton's only child.

Martha gave him a piece of paper with a phone number on it. "She'd like you to call her. She says she'll make whatever arrangements are necessary regarding her mother's care."

Martha looked over at Lexie, who was standing beside Clark, holding his hand.

"Could I see you just a moment over here?" she asked, taking a few steps towards the window. The doctor followed.

"When I spoke to Mrs. Jacobs she made it very clear that she was not willing to take care of Lexie. I was wondering if Mrs. Lipton is well enough to tell us what she'd like us to do about the little girl?"

The doctor thought a moment. "The stroke has affected mainly her left side, but not her speech. I'm sure she's physically capable of talking to you. The problem is that we can't afford for her to become upset right now. She's just too unstable."

Martha glanced over at the little girl, who was now sitting with Clark on the couch.

"I hate to see her taken by Child Services…" she said sadly.

The doctor smiled. "Tell you what, if she stabilizes a little overnight, maybe you could have a few minutes with her in the morning."

"Do you think it would be all right if we took Lexie home with us tonight?" she asked the doctor.

"I'm sure Mrs. Lipton would be very grateful," he assured her.

"We'll see you in the morning, then," she said.

It was nearly 7:00 by the time they got back to the farm. Martha quickly threw some dinner together and they all sat down at the table to eat.

Martha noticed that Lexie was doing more picking at her food than eating it.

"Sweetheart, if you don't like roast, I could fix you something else," she offered.

"I'm just not very hungry," the little girl said softly.

"Would you like a roll?" Martha asked.

Lexie shook her head slightly.

"How about a piece of apple pie?" Martha tried, now just desperate to get her to eat anything at all.

Finally, a spark of interest. "Okay," Lexie agreed with a shrug.

Martha quickly got up to get it for her. Clark decided to try his hand at cheering her up a little.

"Hey, squirt. If you want, after dinner I could take you out to the barn and show you my loft."

"What's a loft?" she wanted to know.

"Uh," Clark said, thinking of the best way to describe it. "It's like a great big giant tree house…without the tree."

"Cool," she said as Martha put a piece of pie in front of her.

"More milk?" Martha asked.

"Okay."

Lexie ate two pieces of pie and finished her second glass of milk before following Clark out to the barn. She was impressed with what she found there and quickly decided that she wanted a loft in her barn just like this one.

"Why don't we see how we do on the tree house first," Clark suggested.

He showed her his telescope and helped her find a couple of constellations he knew the names of. She was full of questions about the planets and the stars and Clark was happy to go on and on about everything he knew. He rarely had such a captive audience.

"Do you think there's people out there?" she asked suddenly. "Like aliens?"

Clark smiled. "I can practically guarantee it."

"Cool," she said, clearly intrigued at the thought. "You think we'll ever meet any?"

"You never know," Clark told her.

They had been in the barn for a little over an hour when Martha and Jonathan came up the steps.

"I think it's past somebody's bedtime," Martha said.

"I don't wanna go to bed," Lexie complained. "I wanna stay out here with Clark."

"You can see Clark in the morning," Martha assured her. "Right now you need to go to sleep."

"I don't want to," Lexie said flatly, sitting down on the couch.

Martha looked to Clark for help. He took the hint.

"How about if I give you a piggyback ride back to the house?" he offered, kneeling down in front of her.

"No," she said as she crossed her arms.

Clark looked back at his mother and shrugged. He stood back up.

Martha walked over and sat down on the couch beside her. "You can sleep in Clark's room," she coaxed. "Then, in the morning we'll all have breakfast together and go to the hospital to check on your grandmother. Okay?"

She looked up at Clark. "Where are you going to sleep?" she asked him.

"It's pretty warm out. I'll probably just crash up here on the couch. I do that a lot in the summertime, anyway," he told her.

Lexie turned to Martha. "Then I want to sleep out here, too," she announced.

"Honey, I don't think that's a very good idea. It's a little cool out here for you," Martha said gently.

"It's not too cool for Clark," she argued.

"Clark's used to it. Like he said, he does this a lot."

"I'm sleeping here," Lexie declared.

Martha looked at her husband, not sure what to do. Jonathan decided to try being firm.

"Not tonight. Let's go, kiddo," he said taking a step towards her. Lexie immediately let out a loud scream. Jonathan froze in his tracks.

"What the…" he said, backing up.

Martha put an arm around her. "Lexie, what's wrong?" she asked frantically.

The little girl turned to Martha and said in a now totally calm voice, "I wanna sleep here."

Now getting a little angry, Jonathan started towards her again. "Now listen here, young lady…"

Lexie screamed again, jumping up off the couch and darting past Jonathan. She got about 10 feet away before turning back to face him.

"I wanna sleep out here with CLARK!" she said, her volume rising with each word.

Clark took a step in her direction. "Lexie…"

Lexie screamed. Clark stopped.

"Honey," Martha said, standing up and taking a step.

Lexie screamed. Martha stopped.

"That's enough," Jonathan said, walking over to her.

Lexie screamed. Jonathan didn't stop.

Instead, he knelt down and took her by both shoulders. Lexie's eyes got wide. Screaming usually worked.

Jonathan looked at her sternly. "I don't want to hear any more of that. Understood?"

Taking her silence for compliance, he nodded towards Martha. "Now you go on back to the house with Mrs. Kent and get ready for bed," he said.

"I want Clark to take me," she said, shrinking back a bit, apparently not sure how her demand would be received.

Jonathan stood up. "That'll be fine. Clark?"

"Sure, Dad," he said, holding his hand down to Lexie. She shook her head.

"I wanna ride piggyback, like you said."

Clark picked her up and put her on the couch, turned his back to her, and leaned down.

"Hop on," he instructed.

She did and they disappeared down the stairs.

Martha walked over and put her arm around Jonathan. "Well, that was fun," she said sarcastically.

"I am definitely getting too old for this," he said with a sigh.

"Maybe Mrs. Lipton will be able to talk to us in the morning. Hopefully she'll have some ideas about what to do with Lexie," Martha said optimistically.

"And if she asks us to keep her?" Jonathan asked.

"Let's not cross that bridge before we get to it," she cautioned. "Come on, Gramps. I'll help you back to the house," she teased.


	2. Chapter 2

**Disclaimer: I own none of these characters. They are the property of the WB and producers of the Smallville series.**

**Clark's Challenge II**

The next morning, Martha, Clark, and Lexie went to the hospital to see Mrs. Lipton while Jonathan stopped by to check on her place. He would meet them there later. They had been waiting only a few minutes when the doctor appeared.

"How is she this morning?" Martha asked.

"Well enough to be giving my nurses quite a hard time," he said with a smile.

Clark leaned down and picked up Lexie. "See, she's going to be good as new before you know it," he told her.

"Can I see her?" Lexie asked.

The doctor looked a little uncomfortable. "Well, actually…she's asking to see Clark."

"Me?" Clark was surprised.

"Those were her orders," the doctor said, "and she's one lady I've learned never to argue with."

Clark put Lexie down on the floor and Martha put an arm around her. "We'll wait here for you," she told her bewildered son as he went off with the doctor.

When he walked into Mrs. Lipton's room, he first thought she was sleeping until she said, "Well, don't just hang there in the door, come on over here." Her voice was oddly weak and forceful at the same time.

Clark went to her side. "Bossy as ever, I see," he said with a smile.

"I'm too old to change now," she told him. "I tire pretty easily, so I'll make this short."

Clark pulled up a chair and sat down, leaning in close. He could tell it was hard for her to speak.

"I'm listening," he said.

"I want you to take care of Lexie," she said simply.

"Done," Clark said quickly. "I think my parents have actually talked about it already. I'm sure they'll be happy to…"

"Not them," she said, cutting him off. "You."

"Me?"

"That child has had way too many changes in her young life. First her mother dying, then coming to stay with me, and now this. It's too much. I don't want her to have leave her home on top of everything else."

"Mrs. Lipton, I don't know anything about…"

"It's not just Lexie," she cut him off again. "I need you to look after the farm for me, too."

Mrs. Lipton didn't miss the overwhelmed look on Clark's face. "I know that's a tall order, but I think you're up to it."

Clark didn't look so sure. "I guess…"

"In return, I'd like to do something for you," she told him.

"Mrs. Lipton, you don't have to…"

"I told you, I tire easily boy, so let me say my piece."

"Sorry. Go on."

"You just started college, correct?"

Clark nodded. "Yes, ma'am. Central Kansas."

"I want to pay for your school for as long as I'm laid up."

Clark was stunned. He had been over and over the financial package that he had been given from the college and, even with the academic scholarships he had been able to get, he was still going to need a student loan before next semester.

"I couldn't let you do that," he said, wishing he could.

"You can and you will. Farming is a rewarding life, but you sure don't get rich off it. I know. I was married to a farmer for 56 years. We were lucky, though. Through some smart investments and careful saving, my husband left me in good shape. I can afford to do this, and I intend to."

Clark didn't know what to say. He could certainly take care of her farm, no problem, but Lexie…

"Mrs. Lipton, are you sure? I don't know much about kids."

"You know Lexie. She likes you. You're a good boy with a good upbringing. That's good enough for me."

She began to cough and for a moment Clark thought she wasn't going to be able to stop. He started to leave to get the nurse.

"Do we have a bargain?" she choked out.

Clark stopped and turned. "I guess so," he said uncertainly.

"My attorney is Mr. Boles on the square. I spoke to him this morning. Go see him. He'll tell you everything you need to know."

With that, she began coughing again and Clark got the nurse.

After filling his mother in on what Mrs. Lipton had said, he went to call Mr. Boles. They set up an appointment for late that afternoon to talk. Clark was asked to bring his parents with him to the meeting. Clark then called Lois and asked if she could watch Lexie while they met.

By 4:00, Mr. Boles had all his ducks in a row. He carefully explained the details of Clark's agreement with Mrs. Lipton. Basically, what this amounted to was that she would pay for Clark's school tuition for the winter semester as well as for his first semester next year. What was needed beyond that would be decided according to her progress. In addition, all expenses at her home would be covered by various accounts around town. Clark would also be paid a cash sum each month to cover personal expenses. He was to have her truck to drive as his own with a gas credit card provided.

There was a representative from Child Services present at the meeting to sign off on Clark's appointment as guardian. She was openly concerned about Clark's age. Just six weeks past his 18th birthday, he was just barely a legal adult. She agreed to allow him to act as guardian only after securing a promise from Jonathan and Martha that they would closely supervise the situation.

When they had finished their meeting with the attorney, the Kent family went to the Talon to pick up Lexie and to let her know what was about to happen.

"Clark's going to live at my house and take care of me?" she asked excitedly.

"That's the plan," he said. "Would that be okay with you?"

She answered by jumping on his lap and throwing her arms around him. Clark pretended to be embarrassed, but secretly he loved that the idea had made Lexie so happy.

Martha, Jonathan, and Clark spent the next hour hammering out the details of what promised to be a very complicated schedule. Clark would get Lexie ready for school in the mornings and drop her off at school on his way to Central Kansas. She would take the bus home from school and get off at the Kent farm. Lois had agreed to take the evening shift at the Talon so Martha could be there when Lexie got home on the days Clark was late coming home. Clark would tend to Mrs. Lipton's farm in the hours he didn't have class and study when Lexie went to bed. All in all, difficult but doable.

Clark was most happy to hear that his mother planned to cook dinner at her house for them each evening since his culinary expertise consisted of frozen pizza and melting cheese over nachos in the microwave.

Lexie was begging to see her Gram and Clark drove her by there on the way home. He was afraid she might be put off by all the machines and tubes around her grandmother, but Lexie seemed not to even notice. She climbed up in the chair beside the bed and very gently leaned over and gave her a hug.

"Hi, Gram. Are you feeling better?"

"Not just yet," she told her honestly. "It's going to take your Gram some time to get all the way well. I may not be able to come home for a while."

"That's okay. Clark's gonna take care of me. We got it all figured out."

Mrs. Lipton smiled weakly. "That's wonderful, dear." She looked past her at Clark. "I assume you've spoken with Mr. Boles?"

"All taken care of," he assured her.

Mrs. Lipton nodded. "Lexie. I want you to listen very carefully to me now."

Lexie sat back in her chair to listen. "Yes, Gram?"

"I want you to be a good girl and do everything Clark tells you. Can you do that?"

Lexie smiled. "Sure, Gram. Clark and I are going to have fun!"

Mrs. Lipton smiled back. "That's my girl. Now you go wait outside the door for a moment. I need to speak to Clark."

Lexie leaned over and gave her grandmother a soft kiss. "I'll come see you real soon," she promised.

Clark took the chair she was sitting in and placed it just outside the door. "You wait right here for just a minute," he told her as she sat down.

"'Kay."

When he came back in, he found that Mrs. Lipton was no longer smiling.

"Is something wrong?" he asked.

"Nothing that can't be managed," she said.

Clark sat down. "What is it?"

"When it finally dawns on her that you're there as more than just a playmate, you're likely to be in for a bit of a bumpy road."

"Lexie and I get along great," Clark assured her.

"Now. But once you start telling her when to go to bed, and when to take a bath, and when to do her homework…"

"I'm sure it'll be fine," he said confidently.

"Don't be. That girl is stubborn. She's a Lipton through and through. When she first came to me it seemed like every minute of every day was a battle over something. And I was an experienced parent. Heaven help you."

Clark smiled now slightly nervous. "So…any advice?"

"Don't take any nonsense. Make her tow the line."

"Okay. I can do that," Clark said, though he didn't sound too sure.

"You'd better go now. I'm tired."

"We'll come by tomorrow," he promised.

"You and Lexie take some time to settle in. I need the rest. End of the week will be soon enough."

Clark reached down and squeezed her hand. "See you then."

Things went fairly smoothly that night. Clark and Lexie ate dinner with his parents. After dinner, Clark packed up several boxes of his things and loaded them into the back of Mrs. Lipton's truck. He wasn't too worried about forgetting anything since they would be back every night for dinner.

They headed back to the Lipton farm about 7:30. Clark hauled the boxes he had packed into the house and deposited them in the floor of Mrs. Lipton's bedroom. He and Lexie then retired to the living room to watch some TV.

At 8:00, Clark announced that it was bedtime.

"I'm not tired. Let's watch a movie," she suggested.

"Not tonight. It's a school night. You need to go to bed. Are you supposed to take a bath or something?" he asked, clueless.

"Nah. Just on Saturdays," she lied.

Clark nodded. It seemed reasonable to him. How dirty could a six-year-old girl get?

"Okay, then. You'd better go get you pajamas on."

Pleased that her first lie had gone over so well, she tried another.

"I haven't had my snack yet."

"Oh. Okay. What do you want?"

"I usually just eat a candy bar or something," she said, praying silently that he would buy it.

He did. "Where are they?" he asked. Yes!

"In the cabinet over the refrigerator," Lexie said, pointing.

"I take it she keeps them up there so you can't get them without asking," Clark guessed.

"Yeah. Gram only lets me have a few a day." She was getting good at this.

Clark got a couple of candy bars from the cabinet and handed one to Lexie. The other one he devoured in four bites.

Lexie sat down at the table and began to eat hers very slowly.

"Why don't you take that with you and eat it while you put on your pajamas," he suggested.

"Gram doesn't let me eat in my room," she told him, which was the first true thing she had said all night. She then took the next 25 minutes to slowly consume her candy, all the while enjoying her excellent view of the living room television.

When she finally ate the last bite, Clark again told her to get ready for bed.

She went to her room and changed into her pajamas. When she was finished, she walked back into the living room carrying a book under her arm.

"You're supposed to read to me now," she declared.

Clark glanced at the clock. "Okay," he said, "but just for a few minutes. It's getting late."

Lexie handed Clark the book and climbed up on the couch. She snuggled up next to Clark as he began to read. After 15 minutes or so, he closed the book.

"Okay, bedtime."

"You have to read to me for 30 minutes," she told him.

"Why?"

"For the Book-It Program."

"What's that?" he asked.

Lexie went to her backpack and pulled out a folder. She leafed through it and finally found the paper she was looking for. She handed it to Clark.

"You're supposed to sign that you read to me for 30 minutes every night."

Clark sighed. "Lexie, why didn't you tell me about this before when we were watching TV?"

"I forgot," she said in her most innocent voice.

"Okay. Come on. But then you've got to go to bed."

After another fifteen minutes of reading, Clark again closed the book. "Okay, go hop in bed and I'll come tuck you in."

Lexie went to her room but instead of getting in bed, she came back with another book.

"Lexie, you're supposed to be in bed," Clark said.

"Now I'm supposed to read to you," she informed him.

"What?" he said, getting irritated.

She picked up the Book-It paper. "See," she said pointing. "I'm supposed to read a book to you."

"Lexie, it's after 9:00. We don't have time to read any more tonight."

"But if I don't read I won't get my sticker," she whined.

"What if we read two books tomorrow?" he suggested.

"We're not allowed to do that. I'm supposed to read every day."

Knowing when he was beaten, Clark sat back down on the couch. "Okay. Read."

Lexie began. Although Clark didn't know it, Lexie went to a third-grade classroom for reading time at school each day because she was so advanced. However, she pretended to struggle through the first-grade level book she was reading to Clark. He was none the wiser and patiently helped her sound out words she could read when she was three.

Forty-five minutes later, Lexie finally read The End.

"Good job," Clark congratulated her. "Now, bedtime."

"Okay," Lexie said as she got up and walked to her bedroom. Clark followed her in and helped her turn down her covers.

"In you go," he said.

"Fly me like a plane like you did in the leaves that time," she said.

Clark scooped her up and flew her around the room a couple of times before gliding her in for a soft landing on her bed.

"Again!" she begged.

"Not tonight. It's WAY past time you were asleep. Get under the covers."

"I didn't brush my teeth," she told him.

Clark rolled his eyes and gestured towards the bathroom. "Go."

Clark sat down on her bed and waited for her to come back. When she wasn't back in five minutes, he went to the bathroom door and knocked.

"Lexie?"

"I had to go," she said from the other side of the door.

"Okay, but hurry up."

"I don't know how. I go when I go," she said simply.

Clark hung his head and walked back to her room. He sat down at the end of her bed to wait. He suspected this was going to be a long night. He was right.

The next morning Martha stopped by on her way to work to see how their night was. She found Lexie sitting in the living room in her pajamas watching The Morning Show. Clark was in the kitchen washing the breakfast dishes.

"Clark! Lexie should already be dressed. She's supposed to be at school in 15 minutes."

"I know, Mom. She won't get dressed," he explained.

Martha walked into the living room and turned off the TV. "Lexie, it's time for school. Go in your room and pick out something to wear and put it on."

"I don't want to. I'm too tired to go to school," the little girl complained.

Martha gave Clark an annoyed look. "What time did she go to bed last night?" she asked him.

Clark thought for a moment. "Oh, 12:45, give or take a drink of water."

"Clark Kent! How could you let her stay up so late?"

Clark tossed the dishtowel on the sink and spun around. "I didn't LET her stay up! But by the time she did her homework and brushed her teeth and made 13 trips to the bathroom and had seven glasses of water and we checked for monsters under the bed and in the closet…IT WAS 12:45!"

Now Martha directed her annoyed look at Lexie. "Well, tired or not, you're going to school. Get dressed."

"No." Lexie said, crossing her arms.

Martha crossed her arms back. "If you aren't dressed in five minutes, you're going in what you have on," she warned.

"I can't go to school in my pajamas," she said.

"You will if you don't get dressed."

Lexie studied Martha's face carefully before slowly walking into her room, frowning.

"Thanks, Mom. I didn't know what to do," Clark admitted.

"You should have put her to bed last night right after her bath," Martha told him.

"She was supposed to take a bath?" Clark asked with a grimace.

"Oh, Clark."

"Well, she said she only takes a bath on Saturdays," he said defensively.

"Lexie is clearly taking advantage of your inexperience. And she's going to keep taking advantage of you as long as you let her."

"Well, how do I know when she's telling me the truth and when I'm being played?" he asked his mother.

"Most of it's just plain old common sense. Trust your instincts. I suggest you sit down with Lexie this afternoon and make out a bedtime schedule. Allow her to give you her input, but establish what the routine is going to be up front. Then you can plan accordingly so that she gets to bed on time."

Clark nodded. "That's a good plan."

"And for heaven's sake, if you aren't sure about something, call me. I'm always here."

"You may be sorry you said that," he said with a smile.

Martha went to Lexie's room and found her sitting on her bed, still in her pajamas.

"Okay. Have it your way," she said.

She went to her closet and took out a pair of jeans and a shirt. She found a pair of socks in her drawer and picked up her tennis shoes off the floor. She put the clothing in Lexie's backpack and zipped it up.

"Clark!" Martha called into the kitchen.

He appeared in the doorway. "Yeah, Mom?"

"Put her in the truck," she said.

Clark looked from Martha to Lexie and back to Martha.

"Like that?" he asked doubtfully.

"Just like that," she confirmed.

"Okay," he said, picking her up.

Lexie began to squirm in his arms. "No!"

The three of them walked through the kitchen on their way outside. Martha noticed the candy bar wrappers on the table.

"You gave her chocolate before bedtime?" she asked in amazement.

"I'm guessing that probably should have fallen under the common sense category," he realized.

Martha shook her head. "No wonder she couldn't fall asleep. Come on."

She held the door for Clark and shut it behind them. When he reached the truck he put Lexie inside and buckled her seatbelt. Martha handed him her backpack.

"Her clothes are in here. She can put them on when she gets to school. Have a nice day!"

On the ride to school Clark saw that Lexie had begun wriggling out of her pajamas. He was glad to see that she had decided to get herself dressed before she actually showed up for school in her pajamas.

Noticing that she was now sitting in just her Barbie panties, he scooted her backpack over to her.

"Mom put your clothes in there," he said.

"I don't want 'em."

"What are you talking about? You can't go to school in your underwear."

Lexie smiled at him. "I know."

Checkmate.

Clark slowed the truck and pulled over. Martha, who had been following them, pulled up behind him. She got out of her car and walked up to Clark's window.

"What's wrong now?" she asked.

Clark gestured to the nearly naked six-year-old.

"This is getting ridiculous," Martha declared.

"You're telling me! Now I'm late for school!" he agreed.

Martha opened Clark's door. "Put her backpack in my car. I'll take her to school today. You get to class."

Happy to turn the situation over to his mom, Clark did as she asked.

By the time he started back to the truck he saw that Martha had pulled Lexie feet first towards the driver's door.

"Stop by the Talon when you're done with school today," she said as she carried the screaming child to her car. "We'll talk."

"Definitely," Clark said gratefully. "Thanks, Mom."

"You owe me, Mister," she informed him as she put buckled Lexie in.

Clark leaned down. "Bye, Lexie. See ya tonight," he said through the open door.

Lexie didn't answer. Doing so would have necessitated stopping crying, which she was nowhere near ready to do yet. She cried at the top of her lungs all the way to school. It was her revenge.


	3. Chapter 3

**Disclaimer: I own none of these characters. They are the property of the WB and producers of the Smallville series. **

**Clark's Challenge III**

Clark's last class was over at 1:00 and, as promised, he went straight from school to see his mom at the Talon. Martha saw him as he came in and poured them both some coffee. Clark sat down at the counter in front of her.

"I thought maybe you could use this about now," she told him as she put the cup of coffee in front of him.

"You have no idea," he said gratefully. "After I finally got Lexie to sleep I still had a paper of my own to write."

Martha looked worried. "Sweetheart, are you sure this isn't too much for you to handle?"

Clark took a sip of coffee. "I just need to get into a routine. I'm sure it'll be fine."

Martha produced a tablet from behind the counter. "I spent some time today writing down some things that I thought might help you." She put the tablet down in front of him. "Just some general guidelines you can refer to if you need them."

Clark looked it over. After a moment he smiled. "No sugar before bedtime. Now she tells me."

He ripped the first two pages of the tablet out, folded them, and put them in his shirt pocket. "Thanks, Mom. This'll help a lot. Did you get Lexie to school okay?"

"Well, she finally put her clothes on. I went in and spoke with her teacher. I filled her in on what's going on. She wanted me to tell you to feel free to call her anytime."

"Mom, what do I do if Lexie pulls the same thing again tomorrow?"

Martha sipped her coffee. "Well, I may have headed that particular problem off at the pass for you. I told Lexie before she got out of the car this morning that I planned to stop by again tomorrow to make sure she was ready for school."

Clark smiled. "Then I'm betting she will be."

"Clark, I can make her behave. Your dad can make her behave. But until you make her behave, your life really isn't going to get any easier."

"I know, Mom. But, how? I tried everything I knew to get her to get dressed this morning. She just…wouldn't."

"Sometimes you just can't give children a choice," she advised.

"Well, I didn't want to force her, Mom. She's so little. What if I hurt her?" he asked, truly concerned.

"You won't. You know how to be careful," she said with confidence.

"I guess…"

Martha looked at him carefully. "What else?"

Clark smiled slightly. "You always know, don't you?"

She smiled back. "Tell me."

"I don't want her to hate me."

She walked around the counter and took a seat on the stool beside him. "I remember the first time I got really upset with you," she recalled.

Clark looked at her, surprised. "Really? I don't remember that."

"You must have been about five, I guess. You just had this fascination with that loft in the barn. This was before your dad built it up for you the way it is now. Back then, it was just a crude ladder leading to a very rickety floor. We had warned you dozens of times to stay down, but you were just drawn to it."

She got up to get some cream. Leaning against the counter, she continued.

"Anyway, I walked into the barn one afternoon and there you were. Hanging by your arms from the loft. One of the rotten boards had apparently caved in and you had fallen through. How you managed to catch yourself is something I still don't know."

Clark squinted at her. "I think I remember that," he said thoughtfully. "You pushed hay bales under me or something?"

Martha nodded. "And just in time. I had just shoved the third one under you when you fell. Thankfully you landed right on top of them, but I still remember just standing there, terrified you wouldn't get up."

"But I was okay?" he guessed.

"Oh, you were fine. I, on the other hand, had to go to bed for the rest of the day."

Clark laughed as he recalled his childhood. "I do remember one time you got pretty mad at me," he said.

"Really?"

Clark nodded. "I still cringe sometimes when I hear a piano playing."

There was a beautiful old piano in the Kent living room that had belonged to Jonathan's mother. Since neither Jonathan nor Martha played, Martha had decided that it would be a wonderful idea for Clark to learn. Thus began his weekly torture sessions with Mrs. Bramble.

Clark hated it. At seven years old, there was nothing he liked less than sitting at that piano for an hour each afternoon trying to plunk away at Twinkle, Twinkle Little Star as precious daytime minutes ticked away. And as much as he hated practicing, he hated the lessons even more.

Mrs. Bramble was a decidedly unpleasant woman of about 50. No matter how cheerful Clark was or how hard he tried, he could never please her. He eventually stopped trying. He resigned himself to simply enduring her weekly criticism of him until the hour was up and he could go play.

One particularly unfortunate Saturday afternoon he had been forced to decline an invitation from Pete's father to go with them to a movie Clark had been dying to see. His mother refused to allow him to miss his piano lesson. Needless to say, Clark was not in a very good humor when the lesson began and things went steadily downhill from there.

Finally, after being told to play the same song for the fourth time in a row, Clark suddenly slammed the lid of the piano down and folded his arms.

"I'm not playing this stupid song anymore," he declared.

Mrs. Bramble was aghast. "How dare you speak to me that way! YOU are a very naughty boy!"

Something inside Clark snapped. "And YOU are a very FAT lady!"

As Clark recounted the incident to his mother at the Talon, Martha suddenly gasped and put her hand over her mouth.

"Oh, My God! I had forgotten about that!"

Clark laughed and Martha smacked him on the shoulder.

"Clark Kent, that wasn't funny! She refused to teach you anymore and I couldn't look her in the eye at church for years!" She shook her head. "I was so furious at you!"

Clark snorted. "Yeah, I know! You dragged me by the ear into the kitchen and whacked me with a wooden spoon!"

"Well, you deserved it!" she told him, refusing to feel guilty.

"I guess," he admitted. "But I sure didn't think so at the time."

Martha nodded. "I remember. You stomped upstairs and slammed your bedroom door. Then you laid on your bed and started kicking the wall with your feet. It sounded like we were having an earthquake. Half the pictures in the house fell down."

Martha now came back around and sat down beside him again. "I remember something else about that day."

"What?"

"I remember that even after all the drama, you still had a hug and a kiss for me that night before you went to sleep," she recalled.

"Yeah?"

"Yeah. Because as much as I'm sure you didn't like getting in trouble, I think you did like knowing that we loved you too much to allow you to get away with that kind of behavior. I think it made you feel safe."

"You think having limits will make Lexie feel safe so she won't act out anymore?" he asked.

"It wouldn't surprise me a bit," she said, leaning over to give him a kiss. "Think about it."

Clark thought about it all the way home.


	4. Chapter 4

**Disclaimer: I own none of these characters. They are the property of the WB and producers of the Smallville series. **

**Clark's Challenge IV**

Clark drove to his house to help his dad for a while and to wait for Lexie to get off the school bus. When they had finished up in the barn Jonathan and Clark went inside for something to drink.

"So. Are you ready for Round 2?" his father asked jokingly.

"Guess you heard about this morning, huh?"

"You know, son, all kids need structure and limits," Jonathan advised.

"Yeah. I talked to Mom about it this afternoon. Starting tonight, we're going to have some rules," Clark said confidently.

"Just make sure you're ready with some consequences when those rules get broken," his father said.

"I'll be ready," Clark assured him.

Jonathan looked out the window. "Good. Because she just got off the bus."

On the ride home, Clark decided to plunge right in.

"Listen, squirt. I know all that last night about the candy and not taking a bath and all that other stuff was load of crap," he began.

"You do?"

"I do. And just so you know, it's not going to happen again tonight."

Lexie looked visibly disappointed. She had hoped to stretch it out for at least a week before he caught on. Clark continued.

"And we're going to make out a schedule – together – about what the bedtime routine is going to be. And we're going to stick to it. Got it?"

"Got it," she agreed sadly.

"And tomorrow morning you're going to get ready for school on time," he told her.

"Mrs. Kent said she was going to stop by and make sure I was ready," Lexie reported dismally.

"I know, she told me."

"I'll be ready," she promised.

It took them about 45 minutes to hammer out the details of their nightly routine. After that, Lexie did her homework while Clark took care of the farm chores. They then headed back to the Kent house for dinner. Lexie appeared not to hold any grudges against Martha about their unpleasant encounter that morning and it was a very enjoyable evening for all.

That night, Clark implemented the new routine and it went off without a hitch. He had one scary moment with Lexie's bath (there were about four more bath products that he knew what to do with) but a quick phone call to Martha cleared everything up.

Lexie was in bed and asleep by 8:05 and Clark breathed a sigh of relief. Maybe this was going to be easier than he thought.

The next three days passed in much the same way. Clark had pretty much decided this parenting thing was a snap until the weekend came and things took a nasty turn.

Martha had decided to give them some time to work out their routine and thought it would be best to give them a little space. She hadn't stopped by since that second morning but decided that she would go over on Friday afternoon to pick up their laundry. She considered trying to teach Clark how to do it himself but decided that he had taken on enough new challenges for one week. Rome wasn't built in a day and all.

She let herself in with the extra key Clark had given her. What she found inside made her gasp. She hadn't exactly expected to find the house neat as a pin, but she wasn't expecting to find it totally trashed, either. She began cleaning up and was about halfway finished when Clark came home with Lexie.

"Mom. What are you doing here?" he asked, surprised to see her.

She put her hands on her hips and looked at him with a scowl. "I came to pick up your laundry and got a little more than I bargained for."

Clark looked around the house, embarrassed. "I've been meaning to clean up," he said.

Martha's face softened. "I know you've had a lot to get used to this week. But, trust me, it's much easier to just clean up things as you go."

"I'll try to do better," he promised.

Martha turned to Lexie. "And as for you…"

"Me?"

"I know for a fact that your grandmother would never let you keep your room so messy. You get in there and start cleaning some of that up," she said sternly.

"Yes, ma'am," Lexie said and went to do as she was told.

Martha turned to Clark. "I know she's only six, but she's more than capable of keeping her room neat and making her bed. You need to make sure she at least does that."

"I will, Mom. Here, let me take that trash outside," he said, taking the bag she was holding.

The three of them finished cleaning up the house and then headed over to join Jonathan for dinner. Martha had made a chicken casserole that was delicious. While they were eating, Jonathan brought up the subject of the county fair that was going on that weekend.

"Can we go?" Lexie asked Clark.

"I don't see why not," he said.

"Can we ride the Ferris wheel?" she asked excitedly.

The thought instantly terrified Clark, who was deathly afraid of heights. "We'll see," he said, clearly making no promises.

When they got home, they went through their usual routine and everything was going smoothly until Clark suggested that Lexie pick up the few toys she had gotten out and put her dirty clothes in the hamper.

"Can't I do it in the morning?" she said with a yawn. "I'm tired."

Ever the pushover, Clark agreed. "Okay, but do it first thing."

The next morning, not only did Lexie not clean up the toys that were out, she added to the pile of clutter that was again accumulating in her floor. Clark continued reminding her throughout the day to clean up, but without success. By mid afternoon it was evident to him that Lexie was testing him. He realized the time had come to be firm.

"Lexie," he said as he entered her room. "I'm going to give you 30 minutes to get this stuff picked up."

"Or what?" she asked in more of a curious tone than one of defiance.

"Or I'm going to get a box from the barn and put everything that's out of place in it and take it away," he said firmly.

Lexie's mouth dropped open. "You can't do that!"

Clark squatted down to her level. "I don't want to, but I will if you don't clean up. So why don't you get busy so that doesn't happen," he suggested as he tousled her hair.

Lexie said nothing as he stood and walked back out.

Clark had finished most of the outside chores already that morning and now took a few minutes to tidy up inside. He had decided to take his mother's advice and try to stay on top of the housework each day. Besides, Lana had offered to come over tonight and cook dinner and he didn't want her thinking he was a pig.

By the time he had picked up a bit and washed the few dishes that were in the sink, Lexie's time was up. He took a deep breath and headed back to her room.

As he had feared, Lexie had chosen to call his bluff. He took a quick look around her room and then headed out to the barn. He returned a few minutes later carrying a large box.

"No!" Lexie cried out as he came back in with the box.

"Sorry, squirt. But, I warned you," he said sympathetically as he began loading toys into the box.

Lexie walked over to the box and started taking the toys back out again.

"Lexie, knock it off," Clark warned.

"I don't want you to take them away," she complained with tears in her eyes.

Clark's heart sank. Please don't let her start crying.

"You should have cleaned up when I told you to," he said.

"I'm sorry," she said as a tear rolled down her face. "I promise I'll keep them cleaned up from now on."

Clark couldn't take it. "Last chance," he told her, standing up and dumping the toys back out. "I'm going to keep this box in the house and the first time you don't clean up when you're supposed to, out they go."

Lexie threw her arms around his legs. "Thank you, Clark!"

Clark patted her head. "Yeah, yeah. Now clean up!"

Lexie began putting toys away in a hurry and Clark left her to it, feeling a little ashamed of how easily she had been able to manipulate him.

Lana arrived about 4:30 and began getting dinner ready. She invited Lexie to help her, and Lexie was delighted to do so. She carefully shredded the lettuce for salad and buttered rolls and set the table. Clark was finishing the afternoon chores outside and when he came back in Lexie proudly showed him what she had done.

Clark scooped her up and kissed her cheek. "You've been holding out me," he said, tickling her. "From now on, you're in charge of all the meals around here."

Lexie giggled and squirmed in his arms, shaking her head. "Uh, uh!"

The three of them had a great time at dinner and afterward Clark alternated between helping Lana clean up and supervising Lexie's bath. Lana had brought National Velvet to watch and told Lexie that it was her favorite movie when she was little. Clark agreed to let Lexie stay up late, since it was Saturday and everyone settled in to watch.

There was a tense moment when Lana sat down next to Clark, a seat that Lexie had come to view as hers. Clark picked up on it and quickly moved to the middle of the couch and patted the seat next to him. Lexie happily plopped herself down and snuggled up next to him.

Despite all her begging to be allowed to stay up, Lexie crashed halfway through the movie and Clark carried her to her bed. He invited Lana to stay with promises to wake her up before daylight, but she thought it would be best for her to go back to the dorm. He reluctantly let her go, knowing that he would see her again the next day. He had cleverly invited her to go with him and Lexie to the fair, partly because he enjoyed spending time with her in any setting, and partly so Lexie would have someone to take her on the Ferris wheel.

The next morning when he woke up, Lexie was in the living room watching TV.

"Hey, you," he called from the kitchen. "You want some breakfast?"

Without turning around, she held up a box of Cheerios.

Clark nodded. "That'll work," he said to himself as he started a pot of coffee.

He walked across the house and stuck his head inside Lexie's room. The toys she had played with last night were still on the floor and her bed was not yet made. He went back to the living room.

"Hey."

Lexie turned around.

"As soon as you're done eating, go clean up your room and make your bed, okay?"

"Okay," she agreed.

Clark went into his room to get dressed. As he came back to the kitchen to pour himself a cup of coffee, Lexie brought the cereal box over.

"Want some?" she asked him.

He smiled. "Sure. Mind if I use a bowl?" he asked, getting up to get one.

"What time are we going to the fair?" she asked.

He thought about it as he poured his cereal in a bowl and added some milk.

"I need to do a couple of things around here and then I promised to help my dad for a little while. I'd say around 3:00 maybe. That sound okay?"

"What should I do until then?"

"You can help me if you want."

That brought a quick smile to her face. "Okay," she said quickly.

"Go get dressed," he told her. "And don't forget to clean your room."

"Okay," she said with a sigh.

By the time Clark finished his cereal and coffee, Lexie returned, fully dressed.

"How do I look?" she asked.

He raised an eyebrow. "Did you brush your hair?" he asked.

Lexie made a face.

Clark took the list his mother had written out for him from its place on the refrigerator and scanned it.

"Mom says you should brush you hair first thing in the morning, before you go to bed, and a couple of times in between."

Lexie rolled her eyes and went back to her room.

"And brush your teeth, too, while you're at it!" Clark called to her.

They were finally on their way out the door when Clark stopped and turned to her.

"Did you pick up your room and make your bed like I told you?" he asked.

"Yes."

He smiled. "Good girl. Come on."

They finished the chores and then made a trip to the hospital to see Lexie's grandmother. Lexie was full of stories to tell her about her week and Mrs. Lipton beamed as she talked. She could tell that Lexie was healthy and happy and she took a private moment to make sure Clark knew how much she appreciated it.

They had lunch with Martha and Jonathan and Lexie helped Martha bake an apple pie to enter in the fair while Clark helped Jonathan get caught up on things around the farm.

They started back to Lexie's house about 2:30 so that Clark could get a shower and some clean clothes. Lana was meeting them there so that she and Clark could have some time alone together after Lexie went to sleep.

Once he had showered and changed, Clark went to Lexie's room to see if she was ready to go. He looked around the room and frowned.

"Lexie?"

"In here," she called from the living room.

"Could you come here, please?"

She appeared beside him. "Yes, Clark?"

He pointed to her room. Inside, toys and clothes were everywhere. Not only was the bed not made, but the comforter and blanket were in the floor beside the bed.

"You lied to me," he accused.

Lexie said nothing and stared at the floor.

Clark walked over and picked up the box that was beside the couch, took it to her room, and began loading up everything in sight.

"Clark, no! I'll clean it up now!"

"Too late," he said.

"Clark, please! Don't!" she said, beginning to cry.

This time Clark was ready for her. He ignored her tears and continued packing up the toys.

Now angry that her show of tears had failed to do the trick, Lexie started taking the toys back out of the box. Clark picked her up and sat her down on her bed.

"Sit right there and don't get up until I'm done," he told her.

The moment he turned his back Lexie sprang up from the bed and again began reclaiming her possessions.

Clark patiently picked her back up and put her back on the bed.

"Stay there," he commanded. "If you get up again, we're not going to the fair," he warned.

Lexie sat there for a moment, pondering his threat. Deciding that Clark wouldn't really go back on his promise to take her, she slid down from the bed and walked over to the box. She looked him right in the eye as she slowly retrieved a Barbie from the top of the pile.

"Okay," he said calmly. "No fair for you tonight."

"But you promised!" she yelled.

"That was before you decided not to mind me," he said as he put the last of the toys in the box.

"I wanna go!" she cried as tears spilled down her cheeks.

Clark remained firm. "Then you shouldn't have disobeyed me," he told her, carrying the box to the living room. Lexie followed on his heels, crying all the way.

He opened the large closet by the front door and slid the box inside.

"Now, if you keep your room clean this week and behave yourself, you can earn these back," he explained.

"You're mean!" she cried.

"I know," he acknowledged.

There was a knock at the door and Clark opened it. It was Lana.

"Everybody ready to go?" she asked cheerfully as she came inside. Her smile quickly vanished as she saw Lexie sobbing in the floor beside the couch.

"We've had a little change in plans," Clark said.

"What's wrong?" she asked, kneeling next to Lexie.

"Clark broke his promise," she said between sobs. "He said he'd take me to the fair but now he won't!"

Lana looked questioningly at Clark. "She's being punished," he explained.

He leaned down. "Lexie, I want you to go to your room and stay there until you stop crying," he said gently.

"No! I want to go to the fair!" she continued to cry as Lana tried to comfort her.

"Lexie, go to your room," he said again, this time more sternly.

"NO!" she screamed, kicking her feet on the floor.

He helped Lana up and nodded towards the kitchen. "Excuse us a minute?"

Once Lana was clear, he reached down and picked Lexie up off the floor. She began to kick with everything she had.

"No! No! Put me down!" she yelled.

He carried her kicking and screaming to her room and closed the door behind him. He put her down on her bed as she kicked out at him with her foot.

"Lexie, you need to stay here on your bed for 10 minutes. I'll tell you when time's up," he said, leaving the room and closing the door behind him.

He walked into the living room and sat down beside Lana.

"So, this parenting thing's a blast, huh?" she said, trying to lighten the tension.

He smiled slightly and leaned his head back. "I have no idea what I'm doing," he confessed.

"You're doing great," she said encouragingly.

They both listened as Lexie continued to scream from her bedroom.

"I doubt Lexie would agree with you," he told her, looking at his watch.

When 10 minutes was up, he knocked softly on her door and opened it. He was happy to see that she had at least stayed on her bed like he told her. He walked over and sat down, reaching out to touch her shoulder.

"Leave me alone!" she screamed at him, pulling away.

"Lexie, I need to talk to you. I need you to understand why I gave you a time-out," he said softly.

"I know why!" she yelled into her pillow. "Because you're mean! You're mean and I hate you and you're not my friend anymore!"

Clark felt like he had been kicked in the stomach. He knew she was just hurt and angry and that she was just trying to hurt him back. He knew she was only six years old. He told himself not to let it get to him. That everything would be okay once she calmed down. But he couldn't help it. If she was trying to make him feel like crap, she had definitely succeeded.

"I'll come back and check on you in a little while," he said as he stood up to leave.

"No! I don't want you to! I want my Gram!" she cried. "Gram! I want Gram!"

Clark went back and picked her up and cradled her. "Shhh," he said and continued to talk softly in her ear. "I know you miss her. I'm sorry she's not here. But we'll go see her real soon. Tomorrow, if you want. Would you like that? Shhh. It's okay."

He sat there holding her and rocking her and talking softly to her until she finally stopped crying.

After a long silence, Lexie finally spoke.

"Clark?"

"Hmm?"

"I didn't really mean it," she said, barely audible.

"I know," he assured her as he stroked her hair. "Everything's going to be okay, Lexie. I promise."


	5. Chapter 5

**Disclaimer: I own none of these characters. They are the property of the WB and producers of the Smallville series. **

**Clark's Challenge**

It had been about half an hour since Lana heard a sound from Lexie's room. She was dying to know if everything was okay and just as she was about to go to the door and check, Clark came out carrying Lexie in one arm.

"Everything okay?" she asked carefully.

Clark nodded slightly. "Everything's fine."

Lana walked over and rubbed her hand on Lexie's arm. "Are you okay?" she asked.

Lexie gave Clark an uncertain look. "I guess so," she said reluctantly.

"We talked it over and you understand why you got in trouble, right?" he asked her.

"No temper tantrums," she recited.

"No temper tantrums," he confirmed.

"And I'm gonna be good and earn my toys back," she added.

"That's my girl," he said, giving her a squeeze.

Catching him in an obviously vulnerable moment, Lexie decided to go for broke.

"Couldn't we still go to the fair? I won't be naughty anymore. I promise. Please?"

She looked at him with her big blue eyes and sad little face. He turned to Lana, who suddenly made a face identical to Lexie's.

"Oh, no fair!" he declared. "I can't take the puppy dog eyes from both of you!"

He put Lexie down on the floor. "Go get your shoes on," he said, recognizing when he was beaten.

"Yea!" she cried, running to find her shoes.

"Well, you definitely made her happy," Lana said, putting her arms around him.

"You don't think I'm being a pushover?" he asked her.

"I think you're doing an amazing job of knowing when to be firm and when to let up a little. It can't be easy," she said with admiration.

"Just when I think I'm getting the hang of it, some new curve ball comes my way. It definitely makes me appreciate my own parents more," he admitted.

Lexie came bouncing back with her shoes on. "I'm ready to go to the fair!" she announced happily.

The first thing Lexie wanted to do when they arrived at the fairgrounds was ride on the Ferris wheel. Clark tried stalling, suggesting that they walk around for a bit. He even tried bribing her with the likely possibility that he could win her a stuffed animal at one of the booths.

"I want to ride it now. Please?" she begged.

Clark bowed to the inevitable and walked towards the ride. When they got there, they were stopped by a kid of about 16 holding a stick in his hand.

"Sorry, kid," he said stepping in front of them and holding out the stick. "You gotta be tall as this to ride."

"That's not fair," Lexie complained. "I'm not scared."

The kid with the stick looked at Clark. "It's a safety thing," he said, without much concern.

Clark squatted down to Lexie. "I saw some smaller rides back there," he said, pointing behind her. "How about we go check those out?"

"Those are for babies," she pouted. "I want to ride this."

Clark hated to see her so disappointed. "I'm sorry. Maybe next year."

He stood up and held out his hand. "Come on. There's lots of fun stuff we can do. We don't need some old Ferris wheel to have a good time."

Lexie stared for a long moment at the hand Clark had extended. Clark held his breath as she appeared to be considering whether or not to make a fuss. Finally, she took his hand.

"Okay," she agreed grudgingly.

Clark was relieved. He really didn't want to have to deal with another confrontation so soon.

On the way to the Kiddie Park, Clark spotted Lex. In the past few months, their friendship had cooled but in his heart, Clark always hoped that they would one day be able to mend fences. He decided to keep the lines of communication open and approached Lex.

"Hey, Lex," he said, extending his hand.

Lex smiled and shook his hand. "Clark. Good to see you."

"I have to say, I hadn't really pictured the County Fair as being your idea of a good time," Clark told him with a smile.

"Luthor Corp is sponsoring the Junior Livestock Show. I'm just here to award the grand prize," he explained.

"Lana. It's good to see you, as always," Lex said charmingly before looking down at Lexie.

"And how is it that you've ended up here with not one, but two lovely ladies?" he asked Clark.

"This is my neighbor, Lexie," Clark told him. "I'm looking after her at her farm while her great-grandmother is in the hospital."

Lex leaned down and offered his hand to the little girl. "Nice to meet you, Lexie," he said as she shook his hand. "I'm Lex."

"That's almost like my name," she said, not at all shy.

"Well, I promised to take her to ride some rides, so…" Clark said, wrapping things up.

"Why don't you guys come by the mansion some afternoon," Lex offered.

Lexie lit up. "Can we?" she asked Clark.

Not wanting to be impolite, but not sure he was feeling that friendly towards Lex just yet, Clark remained non-committal. "We'll see," he said as they walked away.

"Bye, Lexie," Lex called after them.

Lexie turned and waved.

They made their way to the Kiddie Park and Lexie went on some of the rides while Clark and Lana watched. Lexie could see them kissing sometimes as she passed by and found herself getting more than a little upset that she was not the sole focus of Clark's attention.

She got off the little kid roller coaster and walked up to Clark, tugging on his shirt.

"Can I ride it again?" she asked.

"Sure," Clark answered absently, preoccupied with Lana.

Lexie started to walk back to the roller coaster but as she turned back and noticed that Clark wasn't watching her, she made a detour past the roller coaster and wandered off.

As the roller coaster started up again, Clark searched for Lexie so that he could wave to her as she went by. Not seeing her, her turned to Lana.

"Do you see Lexie?" he asked her.

Lana squinted as the little cars went by. "No," she said, shaking her head.

Clark rushed to the kid operating the ride.

"Excuse me, but did you see a little girl get on this ride?" he asked hurriedly.

The kid stared blankly at him. "You're kidding me, right?"

Clark clarified. "She's six years old. She has wavy blonde hair and she's wearing…" He turned to Lana.

"Blue jeans, a pink shirt, and a denim jacket," she recalled for him.

The kid nodded. "Yeah. I thought she was gonna ride again but she went that way," he said pointing behind him.

Clark and Lana quickly took off in the direction he had indicated. They looked at every booth and in every line but were unable to find her. Clark was starting to panic.

Meanwhile, back at the Ferris wheel, Lexie stood watching as it turned, longing to be at the top of it.

"Wanna ride?" Lex asked, coming up behind her.

Lexie frowned. "More than anything," she told him. "But HE won't let me," she said, pointing to the kid with the stick.

"Let me see what I can do," he said, winking at her.

Lex walked over to talk to the teenager. After some money changed hands, Lex walked back to Lexie.

"All set. Okay if I ride with you?" he asked.

Lexie jumped up and down. "Sure!"

It had been 15 minutes since Lexie had disappeared and Clark was terrified. He was just about to call the police when Lana suddenly called out, "Clark, look!"

Clark followed her pointing finger to the top of the Ferris wheel where he could see Lexie sitting with Lex, giggling.

Clark took a deep breath and exhaled slowly, then walked over to the ride operator.

"I thought you said she had to be as tall as that stick to ride," Clark confronted him.

The kid took an end of the stick in each hand and broke it in two under his knee. Putting one-half on the ground, he smiled at Clark. "Well,now she is."

"Bring her down here and stop the ride," Clark ordered.

"Mr. Luthor paid for ten trips around," the kid told him.

Clark shoved him out of the way and experimented with the levers until he had the one he needed. Within a few minutes, Lexie and Lex were at the bottom. Lex unfastened the safety bar and helped Lexie down.

"Do you know I've been going crazy looking for you?" Clark asked her as he stormed over.

"I'm surprised you even noticed I was gone," Lexie said, frowning at Lana.

Clark focused his anger at Lex. "Why didn't you try to find me when you saw her here by herself?" he asked.

"That's exactly what I was doing," Lex explained. "I thought I could spot you from the top up there," he said, pointing up.

"Oh," Clark said, ashamed of his accusing tone. "I'm sorry. I guess I'm just a little freaked out."

"Don't worry about it," Lex told him. "You two must have been frantic not knowing where she was."

"You're right about that," Lana confirmed.

Clark glared down at Lexie with fire in his eyes. "We're going home. Let's go," he ordered as he reached for her.

Lexie quickly darted behind Lex. "I don't want to," she said, peeking around.

Lex tried hard to fight the smile that threatened to appear on his lips.

Clark was far from smiling. "Lexie, I mean it! Let's go. Now."

"No!"

Clark looked from Lana to Lex, clearly embarrassed. He tried to reach around Lex and get a hand on her, but she darted out of the way. No matter which side he tried to grab her from, Lexie managed to evade his grasp.

Finally, Clark stopped and stepped back. Lana looked around and noticed a few people looking at them.

"Clark, people are staring," she told him.

He took a breath and said in his calmest voice, "Lexie, come here."

Lex was surprised to hear the little girl's voicefrom behind him say, "No!"

He was even more surprised to hear Clark quickly answer, "Yes."

Lexie looked around at the curious crowd that had begun to gather. Lana could see that she was thinking it over. She held her hand down to Lexie. "Come on. Let's go home."

Lexie took her hand and they began walking slowly towards the parking lot.

"Nicely played," Lex complimented Clark as he stood back up.

"Thanks for your help, Lex," was all Clark would say as he hurried to catch up with Lexie and Lana.

The ride home seemed to take forever. Once they got there, Clark walked Lexie to her room.

"Sit," he said, pointing to her bed. Lexie climbed up and picked up her pillow and hugged it against her.

Clark sat down at the foot of the bed and looked at her hard. "When you wandered off today at the fair, that was very very dangerous. Anybody could have grabbed you and taken you away. And that person could have hurt you."

He pushed her head back so that she could see his face. "Badly."

"I won't do it again," she promised as a tear fell.

"Never wander off alone again, okay? I wouldn't want anything bad to happen to my girl," he said as he wiped away the tear. "Are you hungry?"

"Can we order pizza?" she asked, climbing onto his lap.

Clark shrugged. "Why not?" He put her down on the floor. "Go wash your hands and face and blow your nose."

He walked into the living room to order the pizza. Lana searched his face. "Is she okay?" she asked.

"Apparently nothing a little pizza won't fix," he told her.

"How about you?" she inquired, hugging him.

"I think I'm going to need an extra-large," he joked. "With everything."


	6. Chapter 6

**Disclaimer: I own none of these characters. They are the property of the WB and producers of the Smallville series. **

**Clark's Challenge**

Two weeks passed since the incident at the fair. Lexie had been on her best behavior. Clark was relieved to see her trying so hard to behave.

One Thursday afternoon Lexie was playing outside on her swing when she noticed a car coming up the driveway. She called to Clark, who was working in the barn. He appeared just as the car slowed to a stop in front of the house and was surprised to see Lex step out.

"Hey, Lex," he said, walking over. "What brings you out this way?"

Lex stepped forward and extended his hand. Clark hurriedly wiped his hands on his jeans and shook hands with Lex.

"I came to extend an invitation," Lex revealed, looking down at Lexie. "And how's the lovely lady of the manor today?"

She looked at Clark. "Does he mean me?"

Clark smiled. "Yeah."

Lexie turned back to Lex and smiled. "I'm fine, thank you."

"I was wondering if the two of you would like to come by the mansion Saturday afternoon for a little get together?"

"What's the occasion?" Clark inquired.

"It occurs to me that I have managed to alienate quite a few people of late. People I used to consider friends. I'd like to do a little fence mending," Lex confided.

Clark was hesitant but couldn't help wanting to believe that Lex was sincere. "Who all were you thinking of asking?"

"Well, you and Lexie here, of course. I was also hoping you could persuade Lana and Chloe to come. I'd love to have your parents there as well. Heck, I'll even invite Lois. What do you say?"

Clark was still hesitating. Lex put a little pressure on.

"I'll bet Lexie would love the pool."

"Wow! You have a pool?" she asked excitedly.

"Olympic sized," he said enticingly.

"Can we go, Clark? Please!" she begged.

She didn't have to beg very hard. Clark missed Lex and wanted very much to get the friendship back on track.

"Sure, Lex. We'd love to. I can't speak for the others, though. You'll have to ask them yourself."

"I understand," he said with a smile. "And I will."

He turned to get back into his car. "See you Saturday. Around three?"

Clark waved as Lex pulled away. "See you then."

Lexie was up by 6:00 a.m. Saturday, much to Clark's dismay. She was dressed and brimming with excitement about going to the Luthor mansion.

"Is it really huge, like the ones in the movies?" she asked a sleepy Clark as he fumbled around the kitchen in an attempt to make a pot of coffee.

"It's big," he admitted.

"How many rooms does it have?" she asked.

It suddenly occurred to Clark that, as many times as he had been there, he had no idea.

"I don't know. You can ask Lex."

Clark spent most of the morning just trying to keep Lexie busy and her mind off the party. By noon, she was driving him crazy. He had learned from Chloe that she and Lois had both accepted Lex's invitation as had Lana and his parents. Clark decided to head over to his house to help his dad for a while and give his mom a turn at distracting Lexie.

Finally, after what seemed like and eternity to Lexie, it was time to go. Jonathan and Martha opted to drive their own vehicle since Jonathan's tolerance for Lex could sometimes be exhausted quickly.

Chloe and Lois had already arrived by the time the Kents and Lexie got there. Lex met them at the door.

"Come in. Welcome," he said, extending his hand to first Jonathan and then Martha.

"Hello, Lex. Thank you for inviting us," Martha said pleasantly.

"Hi, Clark. Lexie," he said as they all crossed through the doorway.

Lex closed the door and walked passed them down the hall. "Please come right this way."

They followed him down the hallway, past the den, and through the giant glass doors leading to the pool.

"Wow!" Lexie exclaimed as she caught sight of the pool.

Lex smiled at her. "I hope you brought your bathing suit," he said.

Lexie instantly stripped off her shirt. "I've got it on!"

Lex laughed out loud. "I love a woman who comes prepared!"

Lexie turned to Clark. "Can I get in?" she asked excitedly.

Clark gestured to the pool. "Sure. Go for it."

She kicked herself free of her shoes and pants and jumped in feet first with a big splash.

All adults took a giant step back to avoid getting soaked.

"Swim with me Clark!" she called from the water.

"In a sec," he promised, turning to Lex. "Do you mind watching her a minute while I change?"

"Actually, if your parents don't mind playing host for a bit, I thought I might take a dip myself."

"We'd be happy to, Lex," Martha told him.

"If Lana shows up while I'm gone, tell her to put on her suit," Clark called as he left.

"Will do," Jonathan promised.

Chloe and Lois had already changed and met Clark on his way out. Clark couldn't resist the urge to whistle as he passed, prompting Lois to slug him on the arm.

"Ow!" he said. "Learn to take a compliment, will ya?" he chided.

"Don't be a pig," she retorted.

"Mr. and Mrs. Kent, aren't you going to swim?" Chloe asked.

"My days of appearing in public in a swimsuit are long over," Martha answered.

"I'll bet you'd put us all to shame," Lois wagered.

"And you'd be right," Jonathan assured her.

"Stop," Martha said, embarrassed. "You kids go ahead."

Lois and Chloe joined Lex and Lexie in the water and were soon joined by Clark. Lex put up a volleyball net and Chloe and Clark (with Lexie on his shoulders) took on Lex and Lois while Jonathan and Martha cheered them on. They had been playing about 30 minutes when Lana arrived.

"Hey, Lana!" Clark called. "Come on in. You can be on my team."

"I think I'll just sit over here with your mom and dad and watch," she declined.

"She's too prissy to get wet," Lexie muttered.

"Hey. That's not very nice," Clark scolded, but Chloe couldn't help smiling. Lexie was right.

After an hour or so of swimming, Lex's cook announced that dinner would be ready in 30 minutes. Everyone got out of the pool and scattered to various rooms to change and dry their hair. Chloe offered to take Lexie with her, and Lexie trotted off happily behind her.

Dinner was served in the main dining area and everything was elegant. They were served steak and lobster, which was delicious to everyone but Lexie. Noticing her reluctance to eat, Lex leaned over in her direction.

"Is anything wrong?" he asked.

Lexie thought about it for a moment. "Well…"

"It's okay. You can tell me. What is it?"

"It's just that, when you said you were having a picnic, I thought we'd be having hamburgers and hot dogs, not all this fancy stuff."

"A reasonable assumption," Lex concurred. "Cook!"

A man in white appeared. "Yes, Mr. Luthor?"

"The young lady will have a hamburger," he instructed.

"Yes, sir. Right away."

Clark looked across the table at Lexie and frowned.

"Well, he asked!" she defended.

"Clark, it's fine," Lex assured him. "Tell the truth. Would you have eaten lobster when you were six?"

"Clark would have eaten the tablecloth if we had let him," Jonathan joked.

"Bad example," Lex agreed. "Lana, what about you?"

"I've always loved lobster," she said, to which Lexie rolled her eyes. Not missing her reaction, Chloe smiled at her and winked. Lexie grinned broadly.

After dinner, everyone retired to the large den and got comfortable. Clark and Jonathan played a game of pool while Lex entertained the others with his large collection of first edition books. Lexie soon became bored.

"Can I go exploring a little?" she asked Clark.

He squatted down to her level and spoke softly. "You can't just go poking around somebody's house without being invited," he explained.

He looked down and noticed the soda in her hand.

"How many of those have you had?" he asked.

Lexie shrugged.

"That's what I thought," he said, taking it from her. "You're officially cut off."

Lexie pouted. Clark smiled.

"Tell you what. After I finish this game I'll ask Lex if he'll give us a tour. Okay?"

Lexie brightened a bit. "Okay."

The game of pool lasted longer than Lexie's patience, however, and she quietly made her way out the den door and up the stairs. She had been methodically exploring the enormous mansion one room at a time when she came to a room that was filled with a giant set of electric trains.

Her eyes grew huge as she stepped into the room and marveled at the elaborate miniature railway before her.

"Pretty impressive, huh?" said a voice from behind her.

Lexie wheeled around. "I was just looking at them," she said, looking afraid.

"It okay. No harm done," Lex said gently. "Would you like to turn them on?" he asked.

"Sure!" she said eagerly.

Lexie walked over to the table and pointed. "See that red lever? Push it."

Lexie did as he had instructed and the tiny town on the table came to life. The train chugged along at a fast clip as the lights in the surrounding town flickered on.

"That's cool!" she exclaimed.

Lex nodded. "Yeah. It is pretty cool, isn't it?"

"Knock. Knock." Clark was standing in the doorway.

"Your young lady friend is quite the engineer," Lex said admiringly.

"I thought I told you not to go wandering around here without being invited," Clark said sternly.

Lexie looked at Lex.

"But she was invited," he said quickly. "I asked her up here to see the trains."

Lexie beamed up at him gratefully.

"Really?" Clark said doubtfully. "And what's this?" Clark said, taking a bottle of soda from her hand. "Didn't I tell you not to drink any more pop?"

"That's mine, actually," Lex said, taking the bottle from Clark. "She was just holding it for me while I adjusted the track. Thanks, kiddo," he said to Lexie with a wink.

Seeing he was clearly outnumbered, Clark let it drop.

"Today was a lot of fun, Lex. I'm glad you invited us," Clark said.

"You're not leaving, are you?"

"Yeah, it's getting pretty close to Lexie's bedtime. We'd better be heading out."

"I don't wanna leave yet," Lexie whined.

"Now, come on. Don't act like that. Lex won't want to invite us over again," Clark cautioned.

"Don't you listen to him," Lex said, squatting down. "You're welcome here anytime. Don't forget it."

"Come on," Clark said as he stretched his hand down to her.

Lexie crossed her arms stubbornly and stomped past him and down the stairs.

They spent a few more minutes chit-chatting in the den as the party wound down. Soon, everyone began gathering their belongings and saying their good-byes when Lex's valet appeared.

"Mr. Luthor?' he said nervously.

"What is it Simms?"

"Mr. Luthor, I'm afraid there's a problem with the cars."

Lex walked over to him. "What kind of a problem?"

"The keys seem to be…missing."

"Did you check with the rest of the staff? Perhaps someone moved them," Lex suggested.

"I've asked everyone. They seem to have simply vanished."

Jonathan noticed the concern on Lex's face. "Lex, is something wrong?" he asked.

"It would appear that all of your car keys are missing," Lex announced.

"That's odd," Martha commented.

Chloe began humming The Twilight Zone music. "Someone doesn't want us to leave," she said in her scary voice.

Lois, playing along, feigned a gasp.

Clark looked confused. "Who wouldn't…" He stopped and looked around. "Wait a second. Where's Lexie?"

Everyone looked around. She was nowhere in sight. Suddenly Simms spoke up.

"I believe I saw the little girl headed towards the pool," he volunteered.

"Oh, no," Clark said with dread as he ran down the hall. He got there just in time to see Lexie toss the last set of car keys into the deep end.

"Lexie!"

She smiled at him from the other end of the giant room. "Guess we'll have to stay a little longer after all."

Angry, Clark started towards her. She ran the other way. The rest of the group arrived just in time to see Clark slip on the wet tile and land on his butt. Lois covered her mouth to conceal her laughter.

Now furious, Clark got up and began carefully running to catch up with Lexie. He nearly slipped again and stopped running. He looked back at his father.

"Dad. You think you could give me a hand here?" he asked, frustrated.

With a smile, Jonathan started towards Lexie from the other side. "Sure, son."

Realizing she was about to be captured, Lexie took her only way out. She jumped in the pool.

Both Jonathan and Clark stopped and stared at the child standing in the shallow water.

"Now what?" Jonathan asked his son.

Feeling every pair of eyes on him, Clark frowned down at the little girl.

"Lexie, you come out of there right now," he commanded.

"No."

"Lexie, I'm going to count to five and then I'm coming in after you," he warned.

Lexie crossed her arms and stared at him stubbornly.

"One."

Lexie was still.

Clark kicked off his shoes.

"Two."

Still no movement from Lexie.

"Three."

Clark pulled his shirt over his head and dropped it.

Lexie took one small step backward.

"Four."

Clark unfastened his belt and unbuttoned his jeans, glancing in the direction of Lois and Chloe.

"Do you mind?" he asked them.

"You've got to be kidding me, Skippy. What of yours do you think I haven't seen before?" Lois said sarcastically.

"Lois," Martha said softly.

Chloe and Lois rolled their eyes, shrugged at each other, and turned their backs. Clark stripped off his jeans and looked at Lexie.

"Five," he said, diving in.

He reached her almost instantly and scooped her up. She squirmed in his arms and beat her fists against his chest. Clark carried her to the side of the pool and handed her up to his father. Jonathan had a hard time holding on to the slippery wet child and quickly sat down with her so as not to drop her on the concrete.

Since he was already wet and standing in the pool, Clark decided he might as well retrieve the car keys and quickly dove down to collect them all.

Meanwhile, Martha went to Lexie and began peeling off her wet clothing and wrapped her in a towel, using a second towel to squeeze the water out of her hair.

Clark tossed the keys onto the side of the pool and pulled himself out. He told himself to take a moment to calm down before dealing with Lexie. He used the time to redress and put on his shoes.

When he was satisfied that he had his anger in check, he walked over to where Martha was sitting drying her off. Lexie tried to hide behind Martha and Jonathan but Clark reached over them and lifted her up. Lexie let out an earsplitting scream.

"Go ahead. Scream all you want," Clark said calmly as he carried her towards the door. We're going home and you're going to bed!"

Chloe, Lois, and Lana had made their way over to the pile of wet keys Clark had deposited beside the pool. Lois quickly grabbed hers up and turned to Lex.

"Not to be rude or anything, but this is one flashback to my childhood I'd rather not relive," she said as she started for the door.

"Not at all, Lois. Thanks for coming," Lex said sincerely.

While Chloe didn't have any particular unpleasant childhood memories she wanted to avoid, she nevertheless hurried to catch up with her cousin. The truth was, she liked the kid and admired her spunk. She hated seeing her upset.

"Bye, Lex," she called as she and Lois left.

Lana was the last to find her keys. "It was a very nice party, Lex. Thank you for inviting me," she said politely.

Lex shook his head. "The kid sure knows how to clear a room," he joked.

"She's really very sweet," Lana told him. "Most of the time."

"I'll take your word for it," he said skeptically.

Lex, if truth be told, had to admit he sort of admired the kid. He had only known Lexie for a short time but had an odd sort of respect for her, which he thought was strange considering the fact that she was only six years old. Under the same circumstances, throwing everybody's keys in the pool was something he probably would have done himself.

"Lex, I'm really sorry about this," Clark said as Lexie struggled in his arms, wiping her nose on her towel.

Lex waved him off. "Don't worry about it. Go on. Get her home."

Clark left with Lexie while Martha took a moment to gather her wet clothes. Soon, everyone was gone and Lex was again left in his mansion with every luxury but that of company.

By the time they got home Lexie was nearly asleep. She had finally cried herself out. Clark carried her in the house and helped her into her pajamas. He decided recriminations could wait until morning and tucked her into bed.

"Clark?" she said softly as he was tiptoeing out of her room.

"Yes?" he said coming back and sitting down on her bed.

"I'm sorry I was bad," she said sadly.

"You did act pretty bratty tonight," he told her. "But YOU are not bad. Do you understand?"

"That's what Gram says," Lexie told him, surprised.

"It is?"

Lexie nodded slightly. "I miss her."

"I know," Clark said, stroking her soft cheek. "How about if we spend the whole afternoon with her tomorrow? Would you like that?"

Lexie smiled. "Yes, please."

Clark got up to leave but Lexie's small voice stopped him again.

"Clark?"

"Yeah?"

"I'm sad that Gram's not here, but I'm glad you are."

Clark smiled at her. "Love you, Lexie," he said.

"I love you, too, Clark."

Clark softly closed her door and leaned back against it, surprised that such a tumultuous day could end so peacefully satisfying.


	7. Chapter 7

**Disclaimer: I own none of these characters. They are the property of the WB and producers of the Smallville series. **

**Clark's Challenge VII**

The next morning Lexie was eating cereal and watching television when she heard a knock at the door. She went to the front window and peeked out, as she had been taught to do, and was surprised to see Lex Luthor on the porch. She went to the front door and opened it.

"Hi," she greeted him.

"Good morning, Lexie. Is Clark at home?" he asked pleasantly.

"He's outside somewhere," she said. "You wanna come in?"

"Thank you very much," Lex said, stepping inside.

Lexie closed the door and walked into the living room. Lex followed.

"Want me to call Clark?" she asked.

"Ummm…why don't you and I visit a minute," Lex suggested.

Lexie shrugged and sat down. "Okay."

He held out a bag. "I believe these are yours," he said as he handed the bag to Lexie.

She opened it and pulled out a pair of shoes.

"You left them at the mansion last night. I thought you might need them," Lex explained.

"How come they're so clean?" she asked, looking them over.

"My housekeeper washed and dried them for you," he told her.

"Wow. Tell her thanks."

"I certainly will," he promised.

Lex was drawn to some framed photographs on the mantle. He walked over and picked one up.

"I'm guessing this is your great-grandmother?" he speculated.

Lexie nodded. "That's her and my great-grandpa at a party they gave them for being married a long time."

Lex smiled and replaced the picture. He looked at the one beside it. "And who is this?"

"My grandma," Lexie told him. "I've never met her. She didn't want me," she said flatly.

Lex was caught off guard by her frankness. "I'm sure that's not so," he said, not at all convincingly.

"Yes it is. I heard Gram talking to her on the phone one day. She said she was too selfish to take care of her own granddaughter and that's why she didn't want me," she reported.

Not knowing what else to say to that, Lex quickly moved on. "Is this your mom?" he asked her.

"She's pretty, isn't she?" Lexie asked with a smile.

"She's beautiful," Lex agreed. "You look like her."

Lexie beamed. "Thanks."

Lex walked to the couch. "May I?" he asked.

"Sure."

Lex sat down. "So. How are things around here this morning?" he asked vaguely.

"You mean, is Clark still mad at me?" she asked.

Lex smiled. "Yeah, I guess that's what I'm asking."

Lexie thought it over. "Not really." She leaned towards Lex slightly and said quietly, "Actually, I think he feels kind of bad about it. He let me eat cereal out of the box this morning while I watched TV."

She picked up the box and held it out. "You want some?"

Lex held up his hand. "Unfortunately, I've already eaten, but thanks."

The front door opened and Clark came inside.

"Lex, what brings you by so early?" Clark asked as Lex stood up and shook his hand.

Lexie spoke up. "He brought me my shoes," she said, holding them up. "Look how clean they are!"

"Yeah," Clark said, actually impressed. "I didn't know you were supposed to wash shoes."

"Listen, Clark. I was thinking. Since Lexie didn't really have much of a chance to play with the trains yesterday I thought she might like to come back to the mansion with me now. She could play with them all she wants, have some lunch, and I'll bring her back this afternoon.

Lexie nearly jumped out of her skin! "Can I, Clark? Please? Please?" she begged, jumping up and down.

"Well, I do have a lot of stuff to do around here today. That'd be great, Lex. Thanks."

"Yes!" Lexie yelled, jumping up on the couch.

"Hey! Get down from there," Clark said pulling her down by her arm. "If you're going with Lex you'd better get some clothes on," he advised.

Lexie took off running towards her room.

"Hey, don't forget these," Clark said, holding up her shoes.

Lexie ran back and took the shoes from Clark. "I'll be right back," she told Lex.

"No hurry," he said.

"Brush your hair and teeth," Clark called after her.

"I will!"

"Cup of coffee?" Clark asked Lex.

"Definitely," Lex said gratefully.

They walked into the kitchen and Lex took a seat at the table while Clark poured coffee into two cups.

"It's hard to believe that's the same kid who was kicking and screaming and trying to gouge your eyes out less than 12 hours ago," Lex said, taking a cup from Clark.

"I know. It's amazing how fast kids can switch gears emotionally," Clark said as he sat down at the table with Lex.

"I can't believe she doesn't seem to harbor any grudge against you," Lex said as he took a sip of coffee.

"My dad says kids have a finely tuned sense of justice. I guess Lexie doesn't hold it against me because she knows she deserved it."

Lex looked doubtful. "I don't know. Deserving or not, if somebody had jumped all over me like that when I was a kid I would have gotten up this morning plotting my revenge."

Clark frowned. "You never got in trouble for anything?"

Lex shook his head. "My mother was…let's say…fragile, both emotionally and physically. And my father was…otherwise occupied."

"Who took care of you?" Clark wondered.

"I had governesses when I was little. When I was six I went to boarding school," Lex revealed.

Clark leaned back in his chair. "But, I mean, who was in charge of teaching you values and morals and right from wrong and that sort of thing?" he asked.

Lex smiled sadly. "I believe you may have just hit on the reason you're the man you are and I'm the man I am."

"I guess I've never really thought about that before," Clark admitted. "All things considered, I think you should be sort of proud of the man you grew up to be. You had to find your way on your own."

Lex took a long drink and then smiled slyly. "I'll have to remember to remind you of that the next time you and I are on the outs. What about you?"

"Me?" Clark asked, not understanding.

"Well, I can't imagine anyone as sweet and gentle as Martha Kent yelling at her kid," Lex said.

Clark let out a short laugh. "You don't know my mom very well!"

Lex was openly surprised. "You're kidding!"

Clark shook his head. "I'll admit, my dad handled most of the discipline at our house, but Mom could swing a pretty mean wooden spoon when she had to!"

"You're kidding! I may never look at your mother the same way again," Lex joked. "But, seriously, didn't you ever resent being punished like that?" Lex asked him.

"Nah. The truth is, it didn't happen very often and when I did I knew it was my fault, not theirs."

"I have a hard time imagining you ever doing anything wrong," Lex confessed. "At least not intentionally."

Clark suddenly smiled broadly. "I remember once when I was about seven or eight, we had this cat that lived in the barn, for catching mice, you know. Anyway, one day – for some reason – I decided the cat would look better orange so I got a took a can of paint and sort of gave her a makeover."

Lex laughed out loud, almost spitting his coffee. "No way!"

Clark nodded. "I did. Then I got scared about what my dad would say when he saw her, so I got the hose and tried to wash it off." He paused and shook his head. "Cats really don't like water that much. The thing took off and ran in the house and somehow managed to get orange paint all over practically every piece of furniture in the house."

Lex was nearly rolling at this point. "Oh, my God! Your mother must have been so pissed!"

"You have no idea," Clark said. "She started screaming and my dad came running downstairs. By the time we managed to catch the cat we were all covered in orange paint. I swear, I was scrubbing floors and furniture for a month!"

Lex erupted in fresh laughter just as Lexie came back from getting dressed.

"I'm ready!" Lexie announced, bouncing back into the kitchen. "What's so funny?"

"I'll tell you about it some other time," Clark promised. "Did you remember to brush your teeth?"

"Yes, I did."

"You look beautiful," Lex complimented. "What time would you like me to have her home?" he asked Clark, standing up.

"I'll pick her up about 2:00," Clark said. "Then we'll go see your Gram," he told Lexie.

"Today's gonna be fun!" she said excitedly.


	8. Chapter 8

**Disclaimer: I own none of these characters. They are the property of the WB and producers of the Smallville series.**

**Clark's Challenge VIII**

Clark stood in front of the giant door of the Luthor mansion. He raised his hand to ring the bell and dropped it back to his side. What would he say to her? How could explain this so that she could understand? How much sadness could a six-year-old child take?

He took a deep breath and rang the bell. Within moments he was ushered into the study to wait for Lex and Lexie. Soon Lexie came bounding into the room, full of excitement.

"Clark! You should see what we made upstairs! We built a whole town for the trains! We've got horses and buildings and little people and everything!" she gushed.

Clark smiled. "Sounds cool." He looked to Lex. "Thanks for having her over."

Lex smiled back as he walked over and rubbed Lexie's head. "It was my pleasure."

"Can we go see Gram now?" Lexie asked Clark. "I want to tell her about everything I did today."

Moment of truth. Clark knelt down and looked at the little girl in front of him. He reached out and took her hands in his.

"Lexie, something happened today," he began.

Lex's face said he feared what was coming next.

Clark reached out and picked Lexie up and carried her over to the leather sofa. He sat her on his lap and held her very close.

"You know how much you Gram misses your Great-Granddad, right?" Clark asked.

Lexie frowned and said nothing, so Clark continued slowly.

"Well, since you and I are doing so good, she decided this would be good time for her to go and be with him," Clark explained.

Realization washed over Lexie's face. "Gram's dead?"

Clark put both arms around her now and nodded. "I'm so sorry, Lexie."

Lexie pushed herself away from Clark. "NO!" she yelled as she slid down from his lap.

"Lexie…" Clark said as she ran from the room.

"What happened?" Lex asked him.

"She had another stroke," Clark reported sadly. "It was just too much for her."

"Tough break for the kid," Lex said sympathetically.

"I'd better go find her," Clark said, getting up.

"Check the train room first," Lex suggested.

They walked in and found Lexie standing in front of the tiny town staring at the train as it wound its way around the track.

"Lexie, we need to go home, now," Clark said gently.

"I wanna stay here," she declared.

"I know you're sad," he said softly.

"I'm not sad! I don't care!" she said, not taking her eyes off the trains.

Clark walked over and put a hand on her small shoulder. "Lexie, I think the best thing you can do now is to just surround yourself with people who love you. My Mom and Dad are waiting for us at your house. They love you and they want to see you." Clark leaned down close to her. "I love you, too, Lexie."

Lex came over and knelt down. "Why don't you go with Clark, sweetheart. You can come back and play with the trains anytime you want."

Lexie looked first at Lex, then at Clark. "Fine," she said as she slowly turned and walked down the hallway towards the stairs.

"Let me know if I can do anything to help," Lex said, standing up.

"I will, Lex. Thanks."

The next few days were a flurry of activity. Mrs. Lipton had characteristically taken care of all her funeral arrangements already. She had left the farm and everything else she had to Lexie in trust and had named Martha and Jonathan Kent as executors. She had also requested that they take Lexie.

Honored to be asked and happy to do so, they began making preparations for having a child in their home again. In fact, Martha had already begun clearing out the spare room down the hall from Clark when the call came.

It was Mrs. Lipton's daughter, Phoebe, informing her that she and her husband would be taking Lexie home with them after the funeral the next day. When Martha brought up the fact that she had never expressed any interest in the child before, Phoebe explained that it was now her duty to do so. What would people think if they didn't take her in? Besides, she added, Lexie was old enough now to send away to boarding school during the school term and camp in the summer.

After being informed by Martha of her Mrs. Lipton's desire to have the Kents raise Lexie, Phoebe was irate. She called her mother a senile old woman and accused Martha and Jonathan of wanting Lexie just so that they could have access to her inheritance. Martha decided it would be best to let Mrs. Lipton's lawyer, Mr. Boles, deal with Phoebe lest she say something she might regret.

Lexie had been unusually quiet since her Gram's death and had yet to shed a single tear. She was a little soldier throughout the funeral the following day and even managed to make small talk with the friends that gathered at her house afterward. Clark was concerned, but didn't have a clue how to help her.

Martha and Jonathan had both taken a stab at trying to get her to open up, but Lexie just seemed to withdraw further with each attempt. By bedtime on the night of the funeral, Clark was worried. He tried talking to her as she got ready for bed.

"Your Gram would be really proud of the way you acted with everybody today," he said.

Lexie picked up the nightgown that Clark had laid out for her. "I hate this nightgown."

"I thought that was your favorite," he said, confused.

"Well, it's not. I want my blue one," she demanded.

"You wore that one last night," he reminded her. "It's in the wash."

"I want it," she said quietly.

"It's wet," Clark patiently explained. "How about if I let you sleep in one of my shirts?" he offered.

"I want my blue nightgown!" she insisted loudly.

Sensing that the situation was getting a little out of control, Clark tried to keep things contained. He picked up the yellow nightgown from her bed and held it out to her.

"It's late and you need to get some sleep. Just wear this one for tonight and I promise I'll have the blue one all set for tomorrow."

Lexie snatched the gown from him and flung it to the floor. "No!"

"Lexie, stop," Clark said calmly.

"I'm not going to bed till you get me the blue one!" she screamed.

And with that, she began tearing the pillow, comforter, and sheets from her bed. Clark tried to put his arms around her to calm her down but she squirmed free.

"Lexie…"

"I want my nightgown! I want it now! Get me my nightgown!"

Clark sighed as he picked up the hysterical child and held her tightly. She struggled wildly at first, but as Clark spoke soothingly in her ear, she slowly began to settle down and finally allowed Clark to hold her.

He carried her into the dark living room and sat down in the rocking recliner with Lexie in his lap. Clark held her as she let go of all the tears she had kept locked inside her tiny body for days. Eventually, they both fell asleep and didn't wake up until morning.

Clark woke to the sound of a knock at the front door. He carefully put Lexie down on the couch and went to answer it. It was a deputy with a court order stating that Clark was to have Lexie packed and ready to go with her grandmother by 2:00 that afternoon. Clark read the order over the phone to Mrs. Lipton's attorney and was told by him that, while Martha and Jonathan could fight it, they would probably lose if a blood relative wanted to care for Lexie.

Lexie was starting to stir on the couch and Clark wondered how on earth he was going to break this bit of news. As she rubbed her eyes and walked into the kitchen, Clark made a decision. He would go to Lex for help. If this custody fight was going to come down to "my lawyer can beat up your lawyer", Lex had the baddest lawyers around.

"How's my girl this morning?" Clark asked cheerfully

"Hungry."

Clark beamed. Lexie hadn't wanted much in the way of food for days. "Pancakes?" he asked.

"With extra syrup," Lexie added, smiling back.

"You got it," Clark agreed happily.

After breakfast, Clark phoned Lex and asked if he could come by. Lex made it a point of inviting him to bring Lexie to play with the train set.

Once they arrived at the mansion, Lexie made for the train room and Clark and Lex went to the study.

"I assume this is more than just a social call," Lex guessed.

"I was wondering if you knew of a good child custody lawyer…preferably one that isn't too expensive," Clark said.

"I was under the impression that Mrs. Lipton had asked your parents to take care of the little girl," Lex said, motioning for Clark to sit down.

Clark walked over and sat on the couch. "She did," he confirmed.

"You want to fight your parents for custody?" Lex asked with surprise.

Clark smiled slightly and shook his head. "No. Believe me I've learned these last few months that I'm nowhere near ready to be a parent. It's Lexie's grandmother. The one who lives in Metropolis. She wants to take her."

"Would that be such a bad thing?" Lex asked. "I mean, she is her grandmother."

"She doesn't want Lexie. She never wanted her. When Lexie's mother died she told Mrs. Lipton that Lexie would be better off with her. She made some lame excuse about a farm being a better place to grow up than a big city, but the truth was she just didn't want to inconvenienced."

"So why step up now?" Lex wondered.

"She plans on sending her to boarding school all year then camp in the summer. If she works it just right, she'll probably never even have to see her."

"I can certainly relate to that," Lex said sadly. "So you want me to help your parents fight her for custody?"

Clark nodded.

Lex stood up and walked to his desk. "I'm afraid I can't do that," he said from across the room.

"Why?" Clark asked, standing up. "You said yourself you know what it's like to grow up like that. Do you really want to see that happen to Lexie?"

"It won't," Lex said confidently.

"How do you know that?"

"Because I intend on having her live here with me."

"Lex, what are you talking about? Why would Lexie live with you?"

Lex handed a folder to Clark. "Because I'm her father."

Shocked, Clark opened the folder he was holding. Inside were the results of a DNA test. It was dated the day before.

"I don't understand," Clark told him. "Why would you run a DNA test on Lexie?"

Lex sat down behind his desk. "My family has a house on the cape. During high school and college I used to host parties there during spring break. It was very informal and everyone who was invited was welcome to bring friends. The more the merrier. Spring break of my senior year of college I met a girl. She had come with friends but they sort of abandoned her. We spent most of the first night talking and by the end of the week I was sure I was in love."

Clark dragged a chair over and sat down to listen as Lex continued.

"Her name was Melissa and she lived in Metropolis. After I graduated we managed to see each other quite a bit. She was always a little vague when it came to talking about her family and, my family being what it was, I completely understood."

Lex leaned forward and put his elbows on the desk and folded his hands together.

"One night a police officer came to my door with a restraining order stating that I was not to contact her again. As it turns out, she was only 16 years old."

"You didn't know?" Clark asked.

"Of course not. She came to the Cape with college friends, so I assumed she was in college. It never occurred to me to ask."

"Did you ever try to see her again?" Clark wondered.

Lex shook his head. "I guess I was angry at her at first for lying to me about her age. I tried calling her house a few weeks later but her mother had taken her to Europe for the rest of the summer. That was the end of it."

"So what does all of this have to do with Lexie?" Clark asked.

"Apparently Melissa was pregnant when she went to Europe."

"With Lexie," Clark whispered.

"The first time I met Lexie – at the fair – there was just something so familiar. Then the other day when I came by Mrs. Lipton's house I saw a picture of Melissa and made the connection. I had the DNA test run from a soda bottle from the party at my house."

Clark sat in stunned silence, trying to take it all in.

Lex leaned back and looked his friend in the eye. "I swear I never knew Melissa had a baby, Clark. If I had known…"

Clark shrugged. "What?"

Lex took a deep breath. "I don't know. I'd like to think I would have stepped up. That I would have just told them all to go to hell and taken care of Melissa and the baby. But the truth is, I don't know if I would have been strong enough. Back then I pretty much did whatever my father told me to do. It was just…easier that way."

Clark handed the folder containing the DNA test back to Lex. "Well, with those test results I'm guessing you won't have any problem getting custody."

"Clark, there aren't better parents anywhere in the world than yours. And if I wasn't Lexie's father, I'd do everything in my power to make sure they were the ones to raise her. But I am her father, and I really want this chance to be her dad."

"What are you going to do about her grandmother?" Clark asked.

"She's being notified as we speak. I don't think she'll give me any trouble." Lex looked evenly at Clark. "What about your parents? Do you think they can get behind the idea of me raising her?"

"You really want to do this?" Clark asked him.

"More than anything I have ever wanted in my life."

"Why?" Clark asked bluntly.

Lex smiled at his friend. "Since the first day I met you, I've been jealous of you," he said.

Clark laughed slightly as he looked around the giant room. "You're jealous of me?"

"What you have with your parents is something all the money in the world can't buy. I know I'll never have that with my father, but if I could build a relationship like that with my own child, it would mean more to me than all the riches I possess."

Clark studied his face carefully and realized Lex was sincere. "I'll talk to Mom and Dad," he said, standing up to go.

"I appreciate that, Clark. If I'm going to do this, I'm going to need a lot of help from parents who know all about raising a child to grow up to be kind and good and strong."

The two friends shook hands and Clark showed himself out, leaving Lex to ponder the possibilities that the next few days could bring.


	9. Chapter 9

**Disclaimer: I own none of these characters. They are the property of the WB and producers of the Smallville series. **

**Clark's Challenge IX**

Lex sat in the dark in his daughter's room and stared at the sleeping child. It had become a nightly ritual for him. He just never seemed to get tired of looking at her. So much had happened in the past few weeks.

He had been given custody of Lexie and her grandmother had fled back to her social life in Metropolis, happily unencumbered by the likes of a six-year-old. The Kent family had been unbelievably supportive of Lex's decision to raise his child. They had offered and given help and advice on every front. Lex was extremely grateful.

As he looked down at his precious child, he still found it hard to believe that, for once in his life, something had finally gone right. He kissed her head and reluctantly left her room, counting the hours until she would wake and fill the once lonely mansion with her youthful presence.

Most amazing in all of this had been Lexie's reaction to being told that he was her father. She had accepted him without question. She was excited to move into the enormous mansion. Lex had let her choose any room she wanted and he was thrilled when she picked the room right next to his. He had a decorator remodel it to Lexie's specifications and allowed the little girl to be involved in every choice regarding her new home.

Lexie's only hesitation was what would happen to her Gram's house and all of the animals there. Lex squelched this concern by hiring a caretaker for the place and promising that it would remain exactly as she had left it.

Clark was relieved to go back to being a normal college freshman with no more serious decisions to make than what courses to take next semester. He was aware that Lexie might have some abandonment issues and had made it a point to see her every day these past weeks. She was always thrilled when he stopped by but, thankfully, did not seem overly upset when he needed to go.

Clark's most recent visit to Lex's house had left him troubled and he voiced his concerns to his parents at dinner that evening.

"It can't really come as a big surprise to you that Lex is spoiling her," Martha told him. "The man is a billionaire."

"It's not all the stuff he buys her that bugs me," Clark tried to explain. "He lets her do whatever she wants and never makes her do anything she doesn't want to. She's reverted to screaming anytime she doesn't get her way. She's rude to the servants. She doesn't pick up after herself."

"Maybe Lex just needs some time to adjust and wise up to her tricks. Seems to me you had some of those same problems when you first started taking care of her," Jonathan reminded him.

"I told him about that," Clark said. "I told him how she was testing him and how he shouldn't let her get away with stuff. Did I tell you she fired her nanny yesterday?"

"Lexie did?" Jonathan asked, surprised.

Clark nodded. "In the past two weeks she's fired three of them. If one of them does something she doesn't like, they're out."

"What on earth is Lex thinking giving a child that kind of power?" Martha marveled.

"He says she's the one they're taking care of so she's the one they should have to please."

"Well, that's the most absurd thing I've ever heard of and I intend to make sure Lex knows it."

"You can try, Mom, but don't be surprised if you don't get very far. I already tried to tell Lex that kids don't always know what's best for them."

"What did Lex say?" Martha asked.

"He said the most important thing is that Lexie's happy," Clark reported.

"Well, I can't really argue with the sentiment," Martha said.

Clark shook his head. "But that's the thing. I've seen her every day for the past three weeks. Every time I go over there she has some new toy or some new computer game and she seems just a little more unhappy. I don't get it."

"I think maybe I do," Jonathan said. "Let me take a shot at talking to him. I'll go by there tomorrow afternoon."

"Good luck," Clark said, knowing he'd need it.

The next afternoon Lex showed Jonathan into his study and offered him a drink.

Jonathan shook his head. "No, thanks. I'm good. Lex, I'd like to talk to you about Lexie," he said, coming straight to the point.

"I assumed as much. I guess Clark has told you that she seems to be withdrawing a bit lately. A delayed reaction to her great-grandmother's death, I expect."

"I think there's more to it than that. Mind if I sit down?"

Lex gestured to the couch. "I'm sorry. Please," Lex said as he joined him.

Jonathan seemed to be choosing his words carefully. "One of the most important things we as human beings need is to feel safe. For a child, security comes from having love and limits. I know you love Lexie, but, from what I hear, you're kind of falling short in the limits department."

"Clark thinks I'm spoiling her," Lex said with a smile.

"Are you?" Jonathan asked.

"Of course," he admitted freely. "So why isn't it working?"

Jonathan winked at him. "I'm glad you asked me that, Lex."

Jonathan leaned back and put his arm on the back of the couch. "When I was a kid my dad and I found this stray dog at the livestock show one year. We were between dogs at the time and my dad let me take him home. The minute I got home I went to the barn and got a ball but that dog wouldn't have any part of it. He wouldn't fetch a stick. He wouldn't sit still for me to pet him. Hell, he didn't even eat. All he did for the first two days we had him was walk the fence line."

Lex listened quietly, having no idea where this story was leading.

"Then one morning, I got up and there he was, sitting on the porch with the ball in his mouth. I asked my dad about it and he told me that he couldn't settle into our house and be a part of our family until he knew where the boundaries were. Once he knew that, he was playful and happy."

"You wouldn't be comparing my kid to a dog, would you Mr. Kent?"

"I'm trying to tell you that all of this bad behavior is her way of asking where the boundaries are. And until you tell her, she's not going to be able to be happy or feel at home here."

"I hear what you're saying and I respect your opinion more than just about anyone I know," Lex said earnestly.

"But?"

"I need for her to love me. I can't bear the thought of doing anything that might make her hate me."

Jonathan looked at Lex hard. "There's no room in parenthood for selfish feelings. You have to do what's best for Lexie and be willing to take whatever that means for you."

Lex stood up. "I appreciate you coming over here to talk to me," he said and Jonathan took that as his cue to leave. "I promise you I'll think about everything you've said."

Jonathan put a hand on Lex's shoulder. "You can do this, Lex. I know you can."

Lex appreciated the older man's confidence in him, but he wasn't so sure. He couldn't imagine himself causing his daughter one moment of unhappiness. He'd just have to try harder to make her feel safe with kindness and love.

Clark and Martha were waiting anxiously to hear how Jonathan made out with Lex. They met him at the kitchen door.

"How'd it go?" Clark asked.

"Well, I had some hope that he might actually take my advice until I was pulling out of the driveway. Did you know that he's having a miniature golf course installed?"

"You're kidding," Martha said with disgust.

Jonathan shook his head. "I swear I don't know who needs limits more, Lexie or Lex. He's so sure she won't love him if he disciplines her, that I'm afraid he's just going to keep letting her run wild."

"What do we do?" Clark asked his dad.

"Unfortunately, we've already done it. We've tried to warn him how destructive this kind of parenting is. I guess he's just going to have to find it out for himself."

"He's supposed to bring Lexie by the Talon tomorrow. Maybe I can talk to him then," Martha said hopefully.

As promised, Lex and Lexie showed up at the Talon the next afternoon for a soda and some homemade cookies. Lexie loved Martha's oatmeal cookies and Martha had baked a fresh batch just for her.

Lexie filled Martha in on how things were going at school and talked about her room at the mansion. Despite Lexie's obvious attempts to sound excited about her new home, Martha noticed what Clark had been saying about Lexie not having the same twinkle in her eye they were all used to seeing.

After 45 minutes or so Lex told Lexie that it was time to leave. Lexie asked Martha for another milkshake to go.

Martha smiled. "Sweetheart, you've already had two - and four cookies. I think that's enough sweets for today."

Lexie stared at Martha for a moment, then turned to Lex. "Doesn't she work for us?" she asked coldly.

Embarrassed, Lex avoided looking at Martha. "Technically," he told Lexie. "But she's also our friend and that wasn't a very nice thing for you to say."

"Tell you what," Martha said. "I made plenty of cookies for you to take home with you. Why don't I go put them in a box for you?"

"I don't want them," Lexie called after her.

Martha stopped and turned back around. "Okay, then. Could I see you for just a minute before you go?" she asked Lex.

They walked over to the counter, out of earshot of Lexie. "Jonathan told me he stopped by the mansion yesterday," Martha told Lex.

"He thinks I'm being too indulgent," Lex said.

"Lex, you may not want to face this, but that is not the same little girl I knew a month ago. If you continue to let her act this way, she's going to grow up a very lonely child."

Clark was waiting in the study when Lex and Lexie got home. Lex called for the nanny to take Lexie upstairs to start her homework.

"But I want to see Clark," Lexie complained.

"You go ahead and I'll come up before I leave and we can visit for a while then," Clark promised.

"Okay," Lexie reluctantly agreed.

"So, did you guys go by the Talon?" Clark inquired.

"Yes we went by the Talon and yes your mom talked to me about Lexie. Clark, believe it or not I do get what you're all saying. And I plan to do something about it."

"When?" Clark asked.

"Soon," Lex answered vaguely.

"Uh, huh," Clark muttered skeptically.

There was a knock at the study door. Lex opened it to find the nanny waiting.

"Mr. Luthor, I'll be going now," she announced.

"Why are you leaving? You were supposed to help Lexie start on her homework."

"I've been dismissed," she told him.

Lex glanced at Clark, who was shaking his head.

"What happened?" Lex asked the nanny.

"We were walking up the stairs to do her schoolwork when Lexie decided it would be fun to slide down the banister. I told her it was far too high and too dangerous and insisted that she stop."

"I'm guessing that didn't go over very well," Lex said.

The nanny shook her head. "She told me to, and I'm quoting here, "take my stupid books and get the hell out".

Lex rubbed a hand across his face. "I'm very very sorry. And I would really appreciate it if you would please come to work tomorrow as usual. I promise to sort all of this out with Lexie. This won't happen again," Lex said convincingly.

"Well…"

"Please, let me walk you out to your car," Lex said, opening the door for her.

As Lex was doing this, Clark decided to have a word with Lexie. He walked out of the study and started towards the large staircase. He noticed Lexie standing at the top, watching the nanny leave.

"Bye Nanny Four," Lexie called.

"Don't get too excited," Clark told her. "Lex un-fired her. She's coming back tomorrow."

"He can't do that!" she exclaimed. "He said I could pick a nanny that I liked! And I don't like her! She's mean. She yelled at me just for sliding down the rail."

"She was right," Clark told her. "It's too high and too dangerous. You could get hurt."

Lexie rolled her eyes. "It's not dangerous. It's easy. Look," she said as she started to throw her leg over the railing.

"Lexie, no!" Clark yelled, but it was too late. Just as Lexie swung her leg over, she slid over the other side. She tried to catch herself but couldn't hold on. Clark supersped over and caught her awkwardly just before she hit the floor.

"Are you all right?" Clark asked, looking her over.

Lexie nodded. "That was neat!"

"That was stupid!" Clark said sternly. "You could have broken your neck!"

"What's going on?" Lex asked, coming back inside.

"Nothing," Lexie said evasively.

"She was sliding down the banister and fell off," Clark tattled. "I almost didn't catch her."

Lex rushed over and knelt down in front of her. "Are you hurt?"

Lexie shook her head. "It was fun!"

Lex stood up and looked at Clark. "Clark, would you mind waiting in the library for a few minutes. I need to straighten some things out with my daughter."

"Sure," Clark said, patting Lex on the back supportively.

"Let's you and I talk in here in the study," Lex said, holding out his hand. Lexie took it and walked along beside him. Once inside, Lex sat down on the couch and positioned Lexie in front of him.

"We need a change in plan here, kiddo."

Lexie stared at him with her bright blue eyes and waited.

"I haven't really been the kind of dad I should have been since you came to live with me," Lex began. "I was so busy trying to give you everything I thought would make you happy that I forgot about some of the other things a good dad should give you."

"Like what?"

Lex took her hands in his. "Like rules and limits."

"Clark had a whole page of rules. Mrs. Kent gave them to him. He kept it stuck up on the refrigerator."

"Yeah, I know. He tried to tell me about that list. I should have listened. You could have been seriously hurt today because I've apparently given you the idea that you don't have to obey anyone around here. I can't let that continue."

Lexie looked concerned. "What do you mean?"

"I'm afraid I'm going to have to take away your privilidges for two days," he told her sadly.

Lexie frowned. "What does that mean?"

"It means that for the next two days you can't watch television, play your video games, or swim in the pool."

"That's not fair!" she yelled.

Lex dug in. "And just for yelling at me, I'm going to make it three days."

Lexie's anger boiled over with that pronouncement. "I hate you!" she screamed as she ran out of the room.

Lex closed his eyes and hung his head, feeling as he had feared he would - alone and rejected.

"Everything okay?" Clark asked from the doorway.

"If my daughter hating me is your idea of okay, then I guess it is," Lex said.

"She doesn't hate you, Lex. Trust me. I know how angry she can get after she's been punished. She'll get over it. Then you guys can talk and everything will be fine."

"I hope your right, because the way I'm feeling right now pretty much sucks."

"Tell Lexie I'll see her tomorrow?"

Lex nodded and Clark left for home.

Later that night, Lex went upstairs to check on Lexie. She was in her room reading a book.

"Would you mind putting that down for a sec?" he asked her.

Lexie did.

"I just wanted to make sure you're okay," Lex said, sitting down on her bed.

Lexie got up and went to her desk. She walked back over to Lex and handed him a piece of paper. It was a card she had made and on the front it said, "I'm Sorry Daddy."

As Lex stared at it a dark circle appeared at the bottom of the card and grew bigger. Lex realized he was crying.

"Don't you like it?" Lexie asked him, concerned.

Lex reached out and pulled her to him, hugging her close. He held her for a long moment before pushing her back to speak.

"I have priceless paintings, rare sculpture, and jewels that were given to me by kings, but this card," he said, holding it up, "is now my most prized possession."

"It is?" the little girl asked with bewilderment. "Why?"

"Because you made it," he said, hugging her again.

That night as he tucked her into bed, Lex knew he would never feel alone again.


End file.
